 Yeah, we already came to order, we're reassembling and we are working on the budget. We've been working on the budget and I believe we are ready for a motion to approve the select board's budget for presentation to the town at town meeting. Okay, so I would make a motion that we approve the general fund and highway budget for FY24 total amount of $1,629,831. We're not doing cents. General government is 738 397 and highway is 891 433. And this does not include social services appropriations or other warned articles. General government and highway and Rick has seconded any other discussion. One comment, Denise, the overall percentage increase on what we just mentioned is something just short of 6%. Hey, you made it. Oh, it was here. Yeah, it's just short of 6%. Short. Short. We cut a bunch of... We're about to vote on the budget. We're about to vote on the budget. Yes. It's just, it's right around 6%. And we, we spent... It's 6%. We spent a lot of time going through line by line by line making cuts where we could that wouldn't affect the services to the town. So anyway, so there's a motion on the table. It's been seconded. Yeah, we met starting in November. Yeah, probably. We have to add it up. Probably 15 or more hours as a board. Oh, at least. At least working on the budget. So anyway. So you want to take the vote? All in favor, please say aye. Aye. Aye. This is the budget. Yes, it's the budget. Correct. Hey, Mark is here. We didn't expect it. Okay, great, great. Thanks, Mark. Thank you, Mark. Okay, so we are now moving into our Curtis Pond dam discussion. And we have our attorney, the town's attorney is with us, Bob Fletcher. And maybe Bob, you just want to join us briefly. The folks here may have... Also the gentleman. Yeah, I think... And it's Fred here. Right, I think Bob should... Yeah, I think Bob should join us at the table and then we can ask Fred to... Why don't each of you... Yeah, Mark, why don't you announce what you're doing right now? Yeah, I'm accusing myself because I think it's appropriate for parents' purposes since I am... I have a cabin on the bottom. Okay, so Mark is recusing. And Bob and Fred, why don't... I would invite you to stand and introduce yourselves over what else you are. Yeah, hi, I'm Bob Fletcher. My name is Fletcher Burlington. I practice for a 40-something years. And you represent the... You're the firm represents the town. Yeah, right. But they're outside legal counsel. And Bob specifically has been supporting us in questions related to Curtis Pond dam. And Fred? Yeah, hi, good evening. Fred Sajink with the Vermont Lake Cities and Towns, PASIF. And so I'm the deputy director of underwriting and loss control. And really, you know, I've had communications with, you know, a number of folks, both within the town and outside the town over the last couple of years. But really, I'm here at the town's request and really serving on their behalf as their kind of insurance advisor. So Bob, I'm going to ask you to join us. But I think maybe what I'll do is either... Yeah, you can join us here on the table. Bob is necessarily going to take the lead because, you know, what Bob says to us is sometimes often usually attorney-client privilege. So he's going to be very careful about what he says. And that's a question for all of us as well. Either John or Denise like to give just a kind of a background of where we are and what decisions we have in front of us that we are going to have to make some kind of decision. I can provide an overview. I think most of the CPA people knows already. The dam, current dam, is in rough condition, right? It's on property that years ago we determined it was owned by the fathergills or Candace anyway. Candace and Jeff Fathergill. And an arrangement has been worked out with them where they would allow for the reconstruction or the construction of a new dam behind the existing laid-up stone dam. The laid-up stone dam would remain kind of a facade or maybe even be integrated into the concrete mass as determined. But they will allow that construction while still under their ownership, which they won't admit to, but they will not stop the construction from happening. The state was willing to make an accommodation in terms of the application process to allow that. It's an unusual circumstance. And then the idea, the process that we anticipate is that if and when this goes forward and there's funding found through both private donation and bonding, that once the dam is completed and a set of as-built engineering drawings are stamped by the engineer and certified, that the dam was built to standards. And my understanding is a 50-year lifespan is the most they'll certify the dam of this nature as having. Once that's done, then the town would seek insurance. Assurance would be approved by passive and the town would take ownership. That has been the thinking all along. But there are some wrinkles in what seems to be, at first glance, an easy path. There is, Bob's going to talk about this, how do we get from the beginning to the end of the process I described and successfully, when bonding, if the boaters of the town owe money back up, we would have to put a bond boat for the amount of more or less $400,000 out to the boaters of the town of Callas. It would be done by an Australian ballot. It's not a show of hands at town meeting. These kinds of encumbrances are done by Australian ballot. And if successful, the boaters approve the bond initiative, then the bond bank would have to issue a bond. So Bob's going to talk a little bit about the criteria they review bond requests against and some of the finer points that I'm not that experienced in. So there's the bond piece and then there's the insurance piece that we only recently began to perform our due diligence on. Mark can fill you in on his exploratory, I think Mark said he did, two years ago. But Fred will explain what passive, which is the arm of Vermont League of Cities and Towns, that provides insurance to municipalities and would be ensuring this dam at least in part. And we can have a discussion about insurance over and above that, again, if the bonds approved, et cetera. So there are a couple of ways a bond initiative can be put out. It can be folks can ask select board and the select board can vote to allow a bond vote to happen. Or there can be a petition of the select board to make that happen. Petition of two to the select board by their requisite number of signatures of registered voters, which is 5% of the registered voters. I don't know what that number comes to. It's like 60, 70 or something. You want to get extras if you do it and we need to have 10%. I thought it was 5%. I've been wrong before. 10%. Okay, so there we go. That's where we have Bob and Mark. And so that's an alternative of the select board just doing it on their own initiative. And we're going to have that conversation tonight as well. So I want to just add an element that I've been kind of thinking about. John broke it down into two pieces, the bond and the insurance. The bond is part of, you know, phase one, if you will, how does the work get paid for? The insurance is how is liability insured moving forward? It's not even insurable now. If it were repaired, then it would be insurable, but that opens up a whole other bunch of questions. When we first started the conversation, at least in my, this conversation has bubbled over, ebbed and flowed and bubbled using all the water metaphors for 10 or more years, right? 20. Right. So in my time on the board, it's been actively in front of us for about a year, maybe a year and a half, actively-ish. There were some other ideas on the table originally in the early days for how it could get paid for. And one was through an assessment district. And what I understood recently is that the folks around upon it were to raise some money privately in lieu of that because of its complications. But I actually would like Bob to just remind us of what, you know, what an assessment. Because that's a piece of pain for it that we're not actively talking about. So maybe just to kind of, you know, weave that, bring that back up and remind ourselves what that is. And because it's a piece of phase one, it could be. So Bob, I'm going to start by just asking you to remind us what an assessment district would mean and what the paths to that are. Okay. So a special assessment district is a geographic denomination or delineation of a portion of a town or any municipality for purposes of distributing or recovering costs within that SAD, within that special assessment district for a public improvement that benefits that special assessment district. So you see it used, special assessment districts used for sewer line extensions, as an example, where there's a main that stops at this corner and there's a new development that's coming in with 400 houses. And they want, obviously, to be on the public sewer system. But the main stops here. You can create a special assessment district for purposes of covering the expense of that infrastructure improvement at extension of the sewer main and collection system to serve those 400 houses. And you assess against those 400 houses only the cost, that capital improvement cost. So they do not, you're not asking all of the folks on this side of the end of the main who have already paid their share of getting the system in place. They're already being served. You ask the new 400 people to pay them. So that's the concept of a special assessment district. And it needn't be simply sewer lines. It can be any sort of public infrastructure or even economic development. You will see sometimes downtown cities where a special assessment district is created to recover the cost of infrastructure improvements. I mean, that's essentially a TIF by any other name, if you will, a tax increment financing district. It gets a little complicated when you think about TIFs, but the concept is essentially the same. You're asking a defined geographic area to pay costs associated with an improvement that benefits that area principally. There are two ways to get a special assessment district. You can go to all of the folks in that special assessment district area, that geographic area, and get unanimous consent to its establishment. Or you can put out to the voters in the municipality as a whole the question, shall a special assessment district be created for the purposes of recovering these expenses? And it's the lineations. These geographic limits are Main Street, West Street, North Street, Mabel Street, whatever it is. So you define the area, you define the expense, you define the purpose, and the voters get to choose. So you can have everybody in that district unanimously agree, or you can have the voters vote to create a special assessment district, because it's a straight up majority vote. So can a special assessment district have it so that some, this group pays a little more, this group pays a little less, this geographic area pays a little less? Can you do a tiered? I will tell you that doing that by vote would be really cumbersome. What kind of question would it look like? If they're in this area, they pay 100%, if they're in this area, they pay 85%, it gets to the point where you have a hard time writing a question that was clear enough that when you got to the other end and somebody said the votes are 6A and 4NAG, what did the A's really mean and what did the B's really mean? So if you're going to do some kind, if you want to create some kind of concentric circle special assessment district, I would recommend that that be done by agreement of the special assessment district because then you'd be able to draw the lines, you'd be able to get the signatures and you'd know there's going to be an analyst consent. So if there was one property owner within that described district that refused to agree to it, where does that leave you? It leaves you without a special assessment district until the voters vote on it. But if the voters vote on it, so all of Calis votes in some kind of a simplified, yes, no, here's an assessment district, yes or no, that's a simple majority of the town and of the town, not of the district itself. And the reason I'm asking about this, because this was one of the things that was discussed earlier on was a tiered special assessment district and we recognize that that would be difficult and complicated to make happen or even figure out how it would work. A tier would be hard. A tier would be hard unless you did it with a map in front of you and you had all the people, you knew that you were going to subdivide or merge any of them, well, merge is fine, but sub-dividing the last is a, would be a complicated factor. Oh, I see. But if you had a defined area and you had defined development within that area and you could say, everybody shaded in yellow is this, everybody shaded in blue is that, everybody shaded in pink is this, right? You could do it, but I would suggest to you if you were going to do it in that way, you would want to do it by getting the signatures of the affected property owners and not trying to take it to the vote because I think the voters would be confused by it. They would... Because somebody not in that district wouldn't apply to them, right? But you still get to vote on it? Yes. So you could... You could simplify it. You could, I know we don't cover this too much longer, but you could say those whose properties directly enjoying the lake pay, you know, 100% of the rate, 1x. And you could say those with properties within this district, but don't directly enjoying the lake and not have the actual lake from property pay 50% of x. And that could be that would be simple. My question is for clarification, actually, is so lacking unanimity, say you attempted to get unanimous approval of those in the assessment district and there were one or two that said no. So that failed. The town could have a vote of all the voters and what if everyone in the assessment district said we don't want it, if you could somehow figure that out? And yet the rest of the town could impose that on them? Yes. The answer is yes. Even though we don't own the land currently, we can impose it ahead of an anticipation of... I wouldn't do it simultaneously with the project. It's not going to pay for it, right? I guess we gave up on this idea, but I'm glad that we brought it up again. Well, I think we gave up on it, on the idea that every person had to agree. But the re-awareness that the voters can vote on it is... Yeah, I didn't know that before. Well, that's very important information because that's one of the things we struggle with is who bears the cost. And so being aware that... being aware that it's a... you know, it's yes and yes, we're doing this, the town is doing it. And there's a possibility of a special assessment that everybody in town gets to vote on to help pay for it is something we need to keep in mind in our tool box. But let's go now to the... another tool in the tool box is bonding to pay for a dam. And the complication there is that the town doesn't own it. It's known privately. So threading the needle of how a town bonds for something it doesn't own is what you want to tell us about. Well, yeah. I mean, you understand that the issuance of a bond or public debt requires that there be a public purpose or use. Public, not private. Unless you have specific statutory authority. So how does the city of Cleveland, for instance, build a football stadium that has special statutory authority or they have a government unit that comprises the stadium, for instance. There are no specific statutory authority that I'm aware of in Vermont for dam repair. There's very little, if any, statutory authority in Vermont for dam repair. So you have to look at this from the perspective that you want to make whatever... you want whatever you do to be legal and enforceable. Because you don't want to spend years litigating on the back side for having the issuance of a bond and then not be able to either collect the taxes to pay for it or to preserve its tax exemption status if that's how you sold it, right? It depends on how you sell it. So you want to comply from beginning to end with requirements. And one of the principle requirements for a bond, a public debt in Vermont is that it be able to public use or public benefit. How's that defined? What's that? What is the definition of a public benefit? Well, it is undefined, Denise, except by reference to case law. And I think I've shared it in the past. It has to... Your principle and initial purpose has to be to subserve a public use or public benefit. The project itself has to be significant enough to public use or to satisfy the law. The one condition for that, and one that the bond bank will require is that you own and will continue to own the facility being financed. That's a certification you need to make to the bond bank to the tax certificate which is part of the closing package. And if you cannot make that certification, if you can't comply with a tax certificate, you can't sign it and deliver it in good faith, then you have a problem selling the bond bank to the bond bank. And I mean, in anticipation of the next question, if you're not able to sell to the bond bank, you're likely unable to sell to any reputable lender because they're not going to make you file or sign a tax certificate that looks exactly like the bond bank's tax certificate, but will essentially contain the same relations. What is a tax certificate? I don't know what that is. It is a multi-page document that says in order to induce the bond bank to buy your bond, your municipal bond, you promise that you have done all these things, that you will continue to do these things not only now but in the future. So it's a certification that the... The telebond is paid off. And in your opinion, does this project qualify for this tax certification? At the moment it doesn't because you don't own them. Right, but if it's fixed... If you were... The only provision I found in the tax certificate is the provision in the tax certificate that I found to be most problematic is that ownership. Yeah, we should point it. Because there's no other use that's going to be put to you. It's not a private activity bond. And I know this is complicated, but a private activity bond would be a bond that is... This is different than the bond bank? Well, the bond bank is an institution. It is a body to whom you sell your bond. A private activity bond is a type of bond. And it is a bond that has private use and private security. So if you sell bonds to finance picking up Cleveland, I don't know why, but to build a football studio in Cleveland, you're turning it over to the Cleveland Football Club. They're the primary user of it. And it's not... There's no public... You get to go see that Cleveland Browns get beat every week. But there's no right for any citizen of Cleveland to go in and occupy a seat or to set up a camp on the 50-yard line or food at any of the retail places, you know, any of the food distribution facilities. You can't go and sit in the chair or the coach. You can't work out or work out. Nobody in the public has that right because you devoted that right to a private individual, private entity. And if you make the private individual pay back, the revenues or some other fashion, if the use is tied to the repayment, then you've got a private security side. Now you've got a private activity bond. It's a completely different animal under the IRS tax code. It's not where you want to be. So you don't want to be there. There are plenty of people who get there, but they don't want to be there. So you have the ownership and control problem. You've got, I think, incidentally probably enough public... the accrual of sufficient public benefits to otherwise meet the law. To meet the bond banks requirements. Well, you don't think of it as the bond banks requirements. The bond banks just implementing... The bond banks just implementing the statute. Oh, this is the statute. It has a separate statute that it has to require. It has to come out. What you're trying to do is satisfy the tax code and satisfy decisional law, case law, and Vermont as to what is the public purpose. And in this instance you've got, incidental benefits of recreation and aesthetics. You've got an investment, a town investment in a swimming area. You've got the surrounding attributes of folks with properties that are on the lake. And the town is two different properties on the island. And the swim area. Getting to the island. Yeah. So you've got most benefits. So you said we had sufficient public purpose. I'm asking because I'm trying to make a note. Yeah. It's not like you're building a sewer line extension or a road where you can say pretty clearly that's public benefit. This one's more accretive. You look at all the things that might be of public benefit. Clearly you can have playgrounds and recreational areas. You can have open space. You can have aesthetic spaces. You can create a park. Why couldn't you have a pond? In this case you're buying the right to fix the dam to preserve the pond. It's not like the dam itself is of public use or benefit. It's not generating hydro. It's not being used for flood control in a way. Yes, it's keeping the pond where it's supposed to be. But if it were to be carefully breached and water were to be released, it's not as if the dam exists to hold back a river. It's not like the Hoover Dam to a pound of water. In a way it is. But it's not being used for public power generation or some other purpose. It's there so the pond exists. Without it the pond wouldn't exist. And no one from the public, I would hope, and Fred hopes, you're not going to allow the public to go down and just sit on the dam and dangle their feet in water and picnic on top of it because that's a potential risk. You don't want, from a liability perspective, you don't want that kind of public use. So you have to find an incremental and a creative public benefits around it. Right, and there's a state phishing. There's a phishing. So get that out of the house, Denise. No, but it's not. Stop trying to take that. Yeah. But that's not, you know, you have to look at it from a municipal perspective. Not from the state's perspective. No, I'm just saying this. If the state wanted to buy the land. Right, I'm just saying it's there. They could say, hey, there's a phishing there, but as the town, your responsibility is to see that there's enough there for you. For you and your cats. So that's, you know, that's one issue. The other issue has already, and other issue has already been referenced, and that's what about construction period liability, post construction period liability? What in between it's constructed, it's certified by an engineer, but we haven't yet signed it over to the town. Well, I'm worried about, I think, I would counsel you to be worried about what, if you take control or have access to it, to the dam, with or without having title, but if you have title or you have control of the area, and there's a problem with it, the problem with the dam is a breach or failure. You are going to be probably the first named defendant in a lawsuit that gets filed in Washington Spirit Court or Federal District Court that says, I was injured because the town was negligent in the way that it filled the blank. Managed the dam, protected people downstream, hired a contractor, hired an engineer, didn't act quickly enough, acted too quickly. This is prior to our taking ownership in interim? Yeah. Because we were instrumental. If it's your job site, if it's your work site, if you say to somebody, hey, I've got the owner's permission and I am a co-applicant for a copermatee, you can now go on that property and start to dig holes that's your liability, whether you own it or not, because now you're controlling that site. And as I said, you're going to be the first named defendant, there are going to be a lot of your friends who will be there, wouldn't you? But misery in that case, companies just misery in that case because it's just a list of people. The engineer would get sued, the contractor would get sued, whoever was running the backhoe would get sued, the excavator would get sued, everybody. If a 501C3 or something like the CPA, if that's what they are, the bond association would assign the application and they instructed the contractor, or the engineer who instructed the contractor. Yet, but we still approve the bond and this was done with town bonding, would that shift the liability or would it still be the same? Yeah, it would shift the liability because in that case it would be the 501C3 the first bond association would be the primary mover. Even though our money was necessary to move it. Wait a minute. Are you spending the bond on money or are you not spending it? We have to spend it to get the contract there. Right, they have to have the money so that the contractor can do the work. And they would send it both to be sued, both us and the CPA. And what about the permits, the permit applications that need to be filed with the state? You said something about permits. If the town signs off on these permit applications, does that make sense? That's what you're saying, that's what makes us. That's what I want to be clear on. And I was suggesting that if the CPA instead would that shift the liability, it would at least add them, but it might shift some. You might get a challenge for top spot on the list of the tenants, but... Because we're the deeper pockets, they're easier to go after. Absolutely. It is a classic chicken and egg, right? Mm-hmm. You've got a project that you want to do that you think you want to do. You don't know what the voters might get. You've got folks who are interested and invested in doing everything they can to help move the project. But the risk remains. And if you do not account for that risk, then you should have real concern about what might happen, right? Now, post-construction, post-certification, post acquisition of tile, it becomes a risk management problem not unlike owning this building. Right? By CGL policy that hopefully you never have to claim on or nobody has... CGL, what's that mean? Commercial general liability. Personal injury, problem loss. Somebody falls through a window and gets the front door sticks and then trips or whatever. Yes, it does. It does stick. But if you fall down the back staircase, right? Somebody falls down from upstairs, they fall down the back staircase breaking arm. And so, you know, then it's risk management. It's just like, as I said, whether you run highway trucks or you own this building or you own the dam, it's almost the same problem. Yeah, after the construction and the challenge, and then we get, you know, we should look forward and consider how and whether, how the town might manage that risk that you just described, how would we protect against it whether we want to, but that's different and easier than getting from here to there. And then in the here to there, we still, we have the, we still have the paying for it, managing liability in the interim that are, and we can answer these questions in any order. We can answer the, how do we pay for it? How do we manage risk? And we could still get to the third question of post-construction risk and say too much don't want to do it. We could say, well, we can handle that, but we get stuck in here somewhere. I mean, any of these, it's a little bit of a, the sweet spot is all three pieces. Funding it, managing the liability of the interim, accepting the risk and covering, covering it, protecting ourselves to the extent we feel we need to in the third, in the post-construction is the third, in my mind is the third delay. And in terms of wanting to do the project, I would characterize my support as being willing to support a project that is really important to some people if, if we can address each of these three pieces. How is it, how is it funded and is in intake, in a net approach or am I as a slight board member serving my town responsibly? Am I acting responsibly in my role in how it's possible to fund it, how it's possible to cover insurance or cover liability in the interim and then ultimately the third leg is the post-construction liability and the available protection. Does that still allow me to feel like I'm doing my job as a slight board member on behalf of the town, that's me. That's exactly it for me too. So I have a question. If CPA or to get a petition signed by the requisite number of voters, then we have to put it on the ballot or do a special town meeting whichever way you want. Any question? Any question? And it passes. Then the select board, what happens then with the select board's involvement if the bond passes? Well, it's still going to be the responsibility to manage the town. I'm not sure I'll call the question. I understand too that at some point you're going to cross over into a place where you may want to do ask this question in the executive session as opposed to the public. But go ahead. Maybe maybe articulate the question but then I might ask for an executive session because we don't want to put bonds. Is your question that the bond then forces us to then not consider those internal other risks? I think it's how we word the bond, right? Well, I would imagine we can spare Bob offering attorney advice and the rest of us can just use. I'd rather have an answer. Well, I'm going to still say what my musing is and then we'll ask for executive session maybe for 10 minutes just to get some real crispy answers. I would imagine as with anything, any vote or anything that's petitioned, legally, properly, that it's not select board's choice to put it on the warning break. Yeah, I know that. And then we are in a different position both in how we handle that item in terms of what we say. Whether we've supported it not supported it but if it passes we still have to manage it because the town voted for it and we have to manage it. That's my question is if it does go to a bond vote and it passes then the select board has to handle the results of that vote going forward. I mean if there were a two piece vote, one that the town will build a dam contingent on a bond and then a bond were approved. But I don't know how can voters circumvent the board and cause liability to the entire town through an Australian ballot vote or do we have a superior responsibility to do it at town? All that depending on how the petition is written and how the question is then understand that you would have even a petition for article doesn't necessarily go to the voters verbatim because you have a responsibility to make it clear and understandable and properly informed without so long as you don't violate the substance and intent of what has been the petition for. But all I am assuming that the question is if someone were to say here's a petition for the following article shall the voters approve the issues of general obligation bonds or notes in an amount to exceed X for the following question mark yes or no. That's a properly formulated Australian ballot question is something that the voters have authority to vote on so it's not advisory it's a live question you would be obliged to put it through the orders and what would come out of that there would be authority to issue a bond for that project or bonds and if there was no then there would be. That's all it would say but it doesn't necessarily move the project forward that's just for the funding of it. Right. Given my hypothetical question I'm going to ask if there's a motion to go into an executive session for let's assume 10 minutes to seek a current attorney and here attorney, client privilege we can go in the we can go in the accounting first if you want to do that. So that's a good point. Wait a minute, wait a minute. Finding a premature knowledge of what would be discussed would place the town at a substantial disadvantage. Right. If that finding is made then you can move to go into executive session. We usually have those right in front of us. I don't think I brought mine. Is there a motion to make the finding under Title 1 Section 313a to that a premature public knowledge would put the town put the town at rest so moved. Is there a second? All in favor please say aye. Is there a motion to go into executive session pursuant to the previous finding and receive attorney client privilege and invite our town attorney to join us? Invite an attorney to join us. Second. All in favor please say aye. Okay. So where is the room you're meeting with? It's right through there, mechanical room. I think there's room. Does it have a cone of silence? I think that's a fair question. Only people my age and older can understand that. It is really cold. Let me go out. Let's go look at the room. Go look at the room and Wayne, you're going to turn the camera off. Yes, I'm going to help. You don't want to be here. Sit next to Bob. Come join the power. Thanks for coming. Yep. Happy to do it. I'm going to help you. So I can do it. No, thank you. We do better. We're not here yet. We have business. All right. The board is coming back from our executive session and we have nothing to report. And Fred is passive. Mark I know but he's in the bathroom and he's not here. I'd like Mark to hear everything. I was going to say if he's going to be in the bathroom I'd like to be in the bathroom. Give us a few minutes. You can keep eating yourself. Who I saw for the first time today for the longest time? John Clark. Oh really? He stopped by the other day. He just always did his knock on my door and said I'm here. Why is he not supposed to be? He's supposed to be. He's supposed to be there every day. Fred and I asked him to keep him busy. Keep him busy. Yeah, he got a walk set. I wonder if he's still working there. How do you walk? Actually we're now the management team is now going to the office the first Monday of the month and he was talking to Mike and Joe and telling them I was bringing the Disney people back four days a week and they said we set for teams and social interactions and performing at higher levels and we're actually in person. We're all back we're all back. Okay, Fred. Thank you. Thanks for being here. You heard the earlier conversation. Insurance popped up at a couple of points. One is insurance during the project itself and then insurance after the project and your passive role is municipal insurance. So why don't you speak to us about where municipal insurance is? So just to be clear, I sent an email to you and you responded at seven points in my email. You responded to that. Okay, well if you had that email handy that would be good. I guess one thing just in hearing some of the prior conversation and Bob would certainly know more about kind of the structure of how this may have been done but we did have a situation late fairly probably five, six years ago where they had a dam issue so to speak and they needed to be owners of the properties were concerned and there's three towns there at Thetford West Fairleigh all on Lake Fairleigh and they were concerned about dam failure loss of property value loss of recreation etc and what they decided to do and did is they actually formed they formed a separate kind of a district a separate municipality called the Tri-Town Commission and it is comprised of I believe appointed board members from each of the three towns I do not know what the funding mechanism of that was and I do not know what the funding mechanism of the dam reconstruction was however they did do a full dam reconstruction and I believe that there are taxes whatever to individuals within the town whether it's just abutting lake owners or all residents what did you call it? it's called the Tri-Town Commission it's Thetford West Fairleigh and Fairleigh and so we actually we actually cover once they completed the construction they're a municipality they have no ostensible property they have general liability, public official liability and a dam and so we provide downstream liability coverage for their new dam and at what level? that's all we provide is a million dollars of downstream liability downstream it's per dam it's not like per town it's free of structure so it doesn't ensure the dam itself will not be covered nope, that's a property coverage there's no coverage for that we do not offer coverage for that but you do provide property coverage for a town hall but in case of dams you do that so yeah, dams we do not provide like a building so that's property coverage in terms of dams we don't do that so all we provide is down to dams so is that a policy choice or is that just what's not done? that's a coverage choice in passives part because dam placements can be some of them can be rather pricey and so we've made a coverage choice to only provide downstream dam downstream liability coverage with a limit that we can tolerate as a municipal pool that doesn't mean that there's not other coverage that would be sufficient higher limits that might be available actually try to get information on that today however just by the time the person got back to me with some questions it was three o'clock and I sent off my responses at four and you know I can't don't have service but if Susan Houston I doubt I got an answer I was sniffing around looks like the Hartford Insurance commercial projects such as hydroelectric dams and wind turbines that's possible who did you send your questions to? well we work with our partner our broker Guy Carpenter they're part of Marshback their national broker so Guy Carpenter is within that giant parent brokerage and so we have a partner there that we've sent the information to and they're a national broker they work with all the markets so I think that depending if it's a brand new dam there might be some sort of a standard non-circle-slime coverage but because it's kind of more of a specialty coverage, especially on a smaller dam might be a more risk but it's hard to know how the holly would underrate it but I've represented that here's a scenario what kind of limits could we get if we had a brand new installed dam we had a complete inspection it was kind of whatever permitted by the state of Vermont so there's some regulatory oversight in terms of what would be installed and we get kind of a sign off by the engineer at the end of the day what kind of coverage limits might we provide and how much would that roughly cost so that's kind of where we're at that would be as separate in side policy in addition to yours you would reinsure what we would suggest would be you take our million and then you take this as excess over that and so you would just to build to stack your limit so you could get a higher limit but yours would be price yeah ours would be price and so essentially if you have a loss and it's a million dollar loss and that's all there is then that's all lost and none of it and your questions Fred included the question of coverage for dam replacement itself no I didn't talk about that but I certainly can be can certainly explore that if you're interested in actually insuring the dam itself and did you, you didn't come out you didn't ask them about a specific amount no because it's just at this point they wanted to know when was the last inspection and everything else it's like well no no we're talking about a completely brand new brand new rebuilt dam so you know it's it's hard for them they can't issue a quote because you know we're looking at in the future a year or two years and they won't even know what the rates are but they can hopefully give me just a very general big well they can give me something and that's kind of when I get that I can certainly share that and you have to use them before for something like this well we use them all the time for a variety of specialty services we can get you know cyber coverage specialty kind of higher limit cyber coverages we use them for builders risk placements for construction projects when you know municipal buildings are built usually there's a builders risk policy that needs to be in place sometimes a contractor will get it depending on what you use or it's from AIA AIA contract or some other one a lot of times it just places that burden and so we help that our members place that coverage good, thank you for doing that that's exactly the right question is what else is available after a million dollars I think there will be someone that's available, I just have them at this point I have no idea what the price would look like and I guess I can also comment that so we've got I think one of your questions was or maybe Denise was yours but there were some questions about you know how many dams do we have so you have this dam is currently classed is I believe class 2 or significant hazard dams so dams are class 1, 2 and 3 and 1 being high hazard 2 being significant and 3 being low hazard so this is kind of in the middle it really is overall a relatively small impoundment of water compared to some so the way that we rate is we rate it based on that hazard class and class 1 dams are rated with a higher rate and then pretty much the 2s and 3s are at the lower rate so this would qualify for the lower rate I think I quoted we're looking like 600-700 bucks per year for downstream liability coverage so not a huge amount we do have right now we've got a total of 68 dams that we covered for downstream liability 17 of them are class 1 and then all the rest, 51 are class 2 or 3 and really our process for doing that is we really look at the dams each one it's not an automatic acceptance if you buy a building unless it's over a certain value we're automatically accepting that into coverage a dam is a unique situation and subject to underwriting approval and so what we do is we look at the state reports any engineering evaluations in the history of the dam we do site inspections we look at Google maps and Google Earth and try to estimate the flood zone a lot of the reports and especially a lot of the dams were there of questionable integrity already engineering studies done and certainly in the case I think this one there was some engineering studies done they talked about innovation damage to life and property and so forth and so we look at all of those types and then decide like what's the risk and any dam that's in a poor condition we're not going to accept it at all but when it's rebuilt it wouldn't no longer be a class 2 risk it would be the same it would likely be the same because it's based on not the condition of the dam but on the amount of water and on the downstream risk to life and property so that's kind of the classification whether it's FEMA or the national whatever the dam unit is in the federal government but that's their classification method so it has nothing to do with the condition it would still be a significant hazard dam however we would no longer have a dam in poor condition and the risk for loss would be greatly reduced because it's a new dam right, right, okay that's what I want to be clear on so 6 is $700 so so is it am I clear it sounds to me that's clear that if in some point in the future we're on that third leg if the town owns the dam then securing coverage up to a million isn't the hard question it's affordable, it's available right now and the bigger question is the this is just the awareness that a million dollars isn't going to cover damage if that's the point of the lawn downstream damage either cover the reconstruction of the dam so when we started researching what could that look like for us okay yeah you'll let us know yeah I mean I'm not sure I'll have all those answers this week but I certainly try we appreciate it thank you any other questions for Fred folks no questions if you don't want Fred, what are you doing for in place of the general liability coverage what are you recommending because downstream liability is one thing but loss of the dam investment is another are you seeing anybody that's covering that CGL liability basically and so where is kind of the general liability exposure there just loss of the resource or failure of the damage and so who's damaged by that not the parties downstream it would be the investment yeah I mean that doesn't seem like a liability loss to me it seems more like a first priority project for us yeah and so we've not had any members ask the question I mean in a lot of cases I mean just for general knowledge I mean the State of Vermont kind of has a dam crisis in a way because there's a lot of dams that they don't know who the owners are and there have been a number of municipalities that have ended up kind of assuming ownership of them and some of them are in fair shape good shape poor shape and the poor shape ones obviously we're not going to provide any downstream protection for from a liability perspective but really none of the municipalities have asked the question about ensuring that dam that structure itself and how do we replace that loss if in fact there's a total loss or partial loss damage to it so does that kind of include a real hypothetical out there we lose the dam and would property owners around that that are short front people would we be liable to them at that point for some property value or whatever you know for this this is like a you know by assuming that you know by assuming that liability for that dam and owning it and taking ownership those are the questions that are kind of often the answer to court I don't know that's not seeking I mean they kind of told you this earlier I mean you know you can basically be sued for anything it doesn't mean that the suit will the plaintiff will win but there will provide defense and then up until the point of coverage determination is made and then if the coverage determination is made that the claim or the liability risk is covered then we'll go to the end of the road with you and if the determination is made that there's no coverage then we defended you up until that point and then there's no coverage so then our duty to defend would end at that point nor any more defense that's the important piece there that means you don't have a word up until that point of passage it's defending they're representing you with litigation they come to a conclusion that there is no exposure for that under a reservation of rights which is we have the right to come back and get our money back or you can do it yourself the reservation of rights is pretty common however you know up until you realize that okay well clearly we don't have a responsibility under this policy which is a contract essentially we don't have that responsibility because there is no coverage then our duty to defend ends that's legal coverage the legal expense I know you did yeah we had the crane issue this is where we ended up the legal cost can be substantial we've defended we've defended criminal service I know we spent over $200,000 in legal and we won the case but you know that we were $200,000 in legal so I just have a every time I hear CGL I think of certified local government it's a commercial general liability and that's really kind of the I'll say like Bob said it's kind of a commercial version of liability coverage we have our own manuscript coverage documents so they're they don't follow ISO they're not standard commercial general liability coverage forms however it's basically it's accomplishing the same so it's just general liability coverage personal injury property damage right so third part so I asked Fred a question so the engineer from Dubois King in this case would sign off on the dam as having a life span of 50 years that's what they would certify the question I asked a number of questions related to that I asked if as we got closer to the 50 year mark would the risk in your eyes incrementally increase and therefore would our rates increase one and the other question was once we hit 50 years would you continue to provide coverage and what would the conditions of that be and I guess an ancillary question would be what are the kind of or what are the how often would an engineer have to come out and conduct inspections and certify that the dam continues to be how the integrity it needs to have to be safe in order to ensure so you provided me some answers to that yeah I mean just probably for the board and it can kind of maybe expand a little on that so we we'll underwrite these inspections periodically and so and I would imagine that this dam like any other dams is going to be subject to state inspection periodically even though that's a we know it's kind of a laborious process and not as frequent as they would like but nevertheless you know the inspectors do periodically go out so we would rely on those reports and then really it becomes incumbent upon the town to perform whatever maintenance is appropriate based on those examinations to keep the dam in a good and safe operating condition so that you know you kind of get that you know the dam is in good condition kind of situation what can happen is whether funds or people change or things happen dams obviously we've got a lot of deteriorated dams because people haven't paid attention to them and so that's the risk and the dam deteriorates to a point where the condition is such that we have an underwriting concern then you know we can say that you know we're going to choose to no longer provide coverage unless substance improvements were made and it was kind of restored to condition you know that is the scenario you know if we were going to do something like that we would obviously the boards and subsequent boards would have a lot of warnings because you could get reports from the state that would show kind of a steady decline right and so there's plenty of warning there but at some point then it will be concerned from the risk side and you know we'll say well we don't believe that it's really a risk that you know this municipally owned insurance fund really is owned by all Vermont municipal members should be taking on and so then at that point we give the town notice that you know that's our plan and then you would kind of want to decide how you would the town would respond to that. Is Hartwick Electric considered to be a discipline? They are a member. So are their dams insured by passers? They are. So the nickels upon dam when it was down I expected that one They had to drain that down because the dam was deemed unsafe and then there was That's like the east long pond right? Nickels pond. East long flows into nickels and then nickels is that big steep one. So they dewatered that pond and an anonymous donor gave lots of money to fund most of it because Hartwick Electric could not afford to actually charge their rate payers because they weren't using it anymore as a hydro facility. That's right. So they could not justify it. They couldn't put it in the base base, right? Yeah. We had a way to walk a dam Yeah Yeah, we've gotten back And again they have the Hartwick Electric dams have a maximum of a million dollars in coverage. They're down same liability. And honestly I don't know if they have separate property coverage on them or not because there is for hydro facilities too there's this newland power pool that offers some insurance coverage to new power generators and so I know a lot of the municipal electric generating generators actually use them for some of their property like Morrisville Water and Light was doing it Lindenville Electric was doing it just a couple off the top of my head so it may be that they do have their dams on the other side Swamp Village is another one that has big dams and whether that property is insured I don't know, but I do know that we don't cover it Yeah Any other questions for Fred? Fred, we want to hear from you as soon as you hear that from Houston That's Marshall's man Yeah, Marshall Clinton Yeah It'll take a couple of days and just depending on her access to markets and how quickly the carriers get back to her based on her questions and so it's tougher when you have hypotheticals, you know, if you say here's the payroll, here's the number whatever, then you can kind of get quotes a little quicker, so it's a little more hypothetical construction cost is $700,000 it's a pretty tiny dam Well, I have some of the stats on there I mean miles of draining area you know, so many acres and so high and that kind of thing so we've got some stats So I have written down that this company you're checking with is called Marsh and Mack Marshall Clinton It's a brokerage company They seek out companies Yeah, I'm trying to just have some notes Marshall Clinton I mean they're publicly traded national brokerage or like the largest brokerage firm in the world I wonder, first or second? I think I want to my thought is that maybe we want to go into the second session of the board to digest what we've heard after finding that premature public knowledge would put a ton of disadvantage I just feel like we've heard a lot of things that bubble into how do we want to think about this Are we going to have any public comment? We could have public comment if people want to offer public comment I haven't seen hands raise, okay I do want to keep this somewhat 830 I do want to make sure that the board does not have its own conversation I'm going to just be really clear as well, this is all fresh in our heads and we're not all completely fried So I'll ask you to make your public comment with some respect to leaving the board time to work with a fresh brain and it's 830 So I'll start here Mark I wanted to start on this No, that's fine, I just want to provide information that's all I'm quick I'm going to pass out Markman I'm here as the president of the Maple Corner Community Store The community store The community bought it for $450,000 in 2001 or 2020 So this paper shows the seasonal revenue of the community store historically The seasonal revenue is higher in the summer because the dam is there We get money from people who are visiting Curtis Pond and summer residents of Curtis Pond There is not enough people in Maple Corner and this vicinity to support the store in the winter Without Curtis Pond it's certain that the store will close So that's a vital resource for this for the west part of the palace And I just want to make it clear that we're completely 100% dependent upon the dam Even if the dam failed for a couple years we probably would not survive So I just want to make that very clear and that's what I'm here to say And our mission is right there So our mission is to bring our community together We're not a store that is trying to make a profit We just want to break even and bring our community together So that's all I wanted to say Thank you Anyone? I wanted to ask if anyone wants to join us So you guys are the target of that dam if it blows out the old dam or the new dam So what are you thinking on that? We don't carry flood insurance So we do not carry flood insurance We cannot afford it Because you're in a flood way And So we are hoping that the dam gets fixed We have no choice We're dependent upon that dam for our success of the store And it needs to be fixed It's interesting You don't know flood insurance and some might think that's bad It's actually your flood insurance company would cover you and then it would sue us We don't have a good lawyer Don't buy too much Thank you Let me see hands again You want to speak to me? Let me just see hands again please I'm sorry You were the place to the right I'm Jeff Thiet and I'm from Crossroads Star I might be making the points but my point was a quick one which is that there's been a lot of discussion about liability and risk if we do try to repair the dam and no discussion about the liability and risk if you don't repair the dam Certainly there's risk We all know that the risk is that it's going to break and flood the area But of course whether any such suit would be successful or not aside I think everybody who lives in the area would sue the town of Calist if there were a breach of the dam that wasn't repaired because everybody's known all along So don't worry that there would be lawsuits if you should take on liability for the repair process I'm pretty sure there would be lawsuits if you didn't take on them Just to be clear The town doesn't own it If you make a corner store had a fire god forbid at the whammy bar they couldn't get out in time and we kind of always thought they can't get out that door for us for having that knowledge We don't own a store They can sue the collective owners of the store We don't own a dam This is the situation We want to be careful on taking on liability I understand that but you've been given the understanding that you have the power now to take an easement or whatever the right terminology is in terms of ownership There are owners now If they're going to fix it If the voters vote to a firm funding I'm just saying you have the opportunity I think what you're suggesting is if the voters affirm funding and then we didn't that might be but I still would disagree with you on that The difference is whether there's some latent or not latent expectation that the town takes ownership versus the liability legal responsibility of the town and my understanding is we have no legal responsibility to take ownership of the dam I'm just saying as a community member if I understand that the select four in the town had an opportunity to fix something it was a hazard for the local residents and chose to turn their back on that you can expect to hear some kind of legal action that just makes sense People can always sue People can always sue Either way, if you do do it and if you don't do it Okay March March you're stressed out keep smiling you're making forward progress I've been working on this project for about 40 years working hard and I thought we had a good relationship and we're moving forward in good faith I've been doing everything with the head coming up with numbers coming up with ideas I just want to talk from the heart today we've owned our property for four years and we didn't buy it as an investment we bought it because we love being there and I can't imagine what it would be to the town of Calis if Curtis Pond was not there we would lose so much the recreation the community spirit the historical that I would think that everybody here should be working very diligently to try to figure out how to get this done it's to me it's such an asset it's such a treasure to the area to the whole town of Calis I kind of resent the idea that it seems you just think the property owners are benefiting from this this is a community resource we have the town beach there even though your municipality there's so many people that use this I just think it would be such a loss and it would be to the Maple Corners to Curtis Pond and to the town of Calis that I think we should be doing everything we can there's got to be some creative solution to this we're not trying to throw roadblocks we have a different set of responsibilities in you all we have a responsibility to the entire town and to protect the town and so we have to go through we have to ask all these questions and we get answers you've heard Fred you've heard Bob we're making forward progress but we would be reckless we didn't answer these questions and then wait to get answers from them and understand the answers and understand there's always a way whenever we come up with our budget we weigh do we buy that truck or do we wait another two years we're weighing this is what we do it's painful it's boring to some when you're the person who's affected by it it's painful but we have to do we do this with everything and it's exhausting for us too and we're not trying to throw roadblocks we just want to make sure we dot the i's cross the t's and do this the right way and you know what quite frankly we didn't know this insurance information Mark knew it two years ago I'm not filming Mark on the bus but Mark came up here yesterday and said hey I knew it for two years I should have told you that would have been helpful to us we could have dealt with this two years ago I'm not throwing Mark on the bus I should have asked that question two years ago too Mark just happened to get ahead of us on this so where were we at but this is not a roadblock Fred's going to go check in on stuff there may be insurance above the billion we have to cover the whole town so Marge I hear you and I feel your pain because we've been working on this for longer than you have she's been here four years we've been working on the dam though in her mind she's been on it but I just want to say that we wouldn't be here tonight having this discussion an open session if we weren't trying to do something to look forward so just know that thank you Marge Rene did I see Rene again? no Meg John Mark come on everybody sign in thank you at this point I want to provide information one of the things that came up in your discussion was CPA being more involved in some way sharing signing the application well we have signed the application Bob do you know that that the town and CPA have both signed the application it's been submitted to the state not in a lube no no but we have jointly signed the application Rob did you know that okay so and I'm understanding that we would continue to do that and I think although I think the town hired the engineer it was with our funds you know we're pretty commingled there just for information my memory the state has done flood damage studies for the downstream that are all mapped out and I think we're talking I cannot remember whether it's seven houses or nine houses that could be flooded but it's not rated what's the highest rating what's the highest rating it's significant because there was no loss of life anticipated in other words so it's not providing information in terms of maintenance of the dam that's a really interesting issue one of the solutions that I've thought of and I'm not sure what the legalities are but is that part of the fund when we fund the thing that we set aside some of the funds for a maintenance fund I think that's a reserve fund for the maintenance I think that would be a really good thing to do and we discussed that my memory and again I could be wrong my memory was that it's not 50 years it's 100 years I asked this question specifically at the last meeting last summer I asked Mr. Tucker so you're going to do sign off on the as-built as being built to standards and what is the lifespan of a concrete dam of this type and he said we would certify it for 50 years and I said there's no way you can build it differently he goes no that's the maximum we'll do it that may be but the state the state looked at two dam solutions one was a boulder you know just putting a whole bunch of boulders and one was this solution they told us that they didn't like the boulder because it only had a life of 50 years and they liked the dam the other because it had a life of 100 years well I'm just telling you that conversation I really don't know but in any case I think we would show that it wasn't boulders it was rebuilding the dam and relaying the stone but I think that my assumption has always been that the contractor would have to be heavily insured and have one contractor that was on site with us is a contractor that does dams and so I'm assuming that we would require that they have liability insurance including downstream liability while they're working on it while they're working on it so that's one of the risk periods that you guys are wrestling do you know if the contractor has any coming insurance after the dam was built like doesn't have like a warranty I don't think so I don't think normally I don't think contractors are ever responsible for although if there's a let's say the dam collapse which I think this is such a simple dam but let's say it collapsed they would be sued and I think that their insurance their general liability it just don't it all depends if there's a dam failure then probably an engineer the engineer is going to get sued the contractor might get sued depending on how long after it is the town gets sued I mean everybody's going to get sued if there's a failure and then it just is very so to the point about the contract there is an element where should the town choose to move ahead with the construction project that to the extent you can wordsmith a contract that specifies certain insurance requirements and certain limits and places, those encumbrances or burdens upon the contractor that can help control the municipality's exposure during the construction period, it doesn't eliminate the risk but with good legal review passers happy to look at it from the insurance limits perspective which we all know from the numbers you can control some of that risk you can't eliminate it which you can control you don't have anything else to have in the contract but I think it still is risk and then you might know how you allocate that risk it's all part of the health care process we could require them to up the amount of coverage but we would pay for it basically through the contract you're probably going to get asked to pay the premium and depending on who your contractor is if you drive the barriers the coverage limits will drive some of the people out of the market they won't be able to sure because there's a cap for them they can only get what they can get the market is what the market is in some cases you can't get it or it's just not a financial fee put that risk on you to provide the problem we couldn't get a secondary policy through PESA during this interim period no we're not going to build this room so that would be we have to depending on what you're looking for in terms of coverage that could be especially coverage it would be an elevated cost depending on the cost whether the contractor obtained it and you specified they did that's going to be part of the contract cost or if you get it it would be an elevated cost okay can I go on? well you remember my point about the board need some time while we're still here okay I do think in terms of public benefit this is my opinion my opinion is that there's clear public benefit here it's reducing flooding the fact that you don't own the dam aside from your obligation it is a legitimate exercise of the police power of a town to protect its residents against flooding to protect its town by having a facility that has wildlife protection environmental protection of all of these values so put aside the question whether you have an obligation I think you have a legitimate public purpose here which is very strong finally now I'll just say what my opinion is I really think it is a mistake to think of this as something that's primarily for the people around the pond I think this is the single most important issue that I have seen this group of us have before us in the short time that I've been here I think that it would be a disaster for this town to knowingly to see a situation which it could have avoided where one of its towns is still an economic body blow and where its swim facility and its camping facility and its citizens as a whole lose this whole thing not to speak of the enormous capital penalty that the town would pay by losing a gigantic amount of its assessed value which you will be forced to make up by assessing by increasing taxes substantially much more than the cost of the dam itself anyway or even the liability of paying for nine houses you could buy those nine houses for the price for less than the price it will cost you the dam breaks and everybody's place turns into something on a mud flat it's going to be a disaster and I hope you can see your way through to being activist on this and on behalf of the police power that you possess thank you okay I would invite a motion to find that premature public knowledge will put the board and the town at risk is there a motion? second I would like the motion for the board to go back to the executive session with our attorney joining us what time do we do? three do we want Fred as well I feel like we've got Fred's question I think we're good with Fred thank you thank you so much Fred I would invite a motion to go into the executive session pursuant to the previous finding with our attorney joining us for topics relating to attorney coffee and we invited the town attorney? correct is there a motion? second I'll go to the side bye