Welcome and Introductions Jim Drawe. Approval of minutes of September 10 th meeting approved with 1 abstention by David Kulp

Transcription

1 Minutes WiredWest Board of Directors Meeting Chesterfield Community Center, 400 Main Road Chesterfield, MA Saturday, October 1, 9:30 am Meeting called to order at: 9:30 AM Welcome and Introductions Jim Drawe Approval of minutes of September 10 th meeting approved with 1 abstention by David Kulp Proposed Bylaw changes Steve Nelson read the proposed change to the bylaws regarding the size of the EC for the second time. Executive Committee The Executive Committee shall be composed of at least five but no more than nine Delegates selected from among the membership of the Board of Directors by majority vote of the Board of Directors. Motion carried unanimously 1 st reading by Steve Nelson - changes to teminating membership (handout): Article 3. Termination of Membership 3.1 Default in Obligations. A Member in default of any of its obligations to the Cooperative shall may be terminated as a Member of the Cooperative if such default is not cured within sixty (60) thirty (30) days of the giving of notice of the default by the Cooperative in writing to the Select Board of the Member s town, provided that liabilities under contracts in effect at the time of such termination shall not be affected except to the extent provided in such contracts. a. Termination shall require a two-thirds (2/3) vote of those present and voting at a meeting of the Board of Directors, and notice of such termination shall be provided promptly in writing to the Select Board of the Member s town. b. Subsequent to the giving of a notice of default and prior to such a vote of termination, the Board may by a majority vote of those present and voting suspend all rights and privileges of the Member, including the right to vote at meetings of the Board, in which case the suspended Member shall not be counted in determining whether a quorum is present at a meeting of the Board. Failure of a Member to be represented at three (3) consecutive meetings of the Board by either its Delegate or its Alternate Delegate shall constitute such a default in its obligations to the Cooperative which may

2 result in termination of its membership. David Kulp proposed accepting changes as written as a first reading. Motion carried unanimously. Report from the Chair Our RFI received 13 responses (listed at end of slides from discussion below). The Executive Committee is accepting volunteers to help read, and develop a business model to present to towns. The scope is everything to run a network. Some respondents specialize in one service; others provide whole package. Plan A2 and RFI discussion Slides are here 2 areas construction and operation Construction o Matrix has offered an option for town to buy network. They require a minimum of 6 subscribers/mile. o Greenfield - Leyden is going through MBI construction process. o Bob Handsaker reports Bill Ennen said they must do an RFP and not reach out to neighboring cable providers directly. MBI says normal procurement procedures must be followed. Steve Nelson noted that if a cable company approaches a town for franchise, the town doesn t have to follow the state procurement process., Operations o David Kulp -MBI s position has changed position on town ownership new Last Mile Policy not published yet. o Axia Bob Handsaker believes it will be open access to other ISPs and they ll sell dark fiber. o Graybar will white label services for WiredWest o Frontier Bob Handsaker was told they want to consider expansion after doing New Marlborough. o Holyoke Gas & Electric Wendell talked to them Charley Rose stated they only wanted operations, may not want to get bigger o WiredWest putting together an operations proposal. o Crocker s proposals include operation as well as ISP services. o Greenfield potential operator for Leyden. Exceptions to 30B procurement, para 14 entity governed by Municipal Light Board or Municipal Light Commission. Leverett said they mostly followed 30B to allow transparency. The Executive Committee will start review of RFI responses at EC meeting next Wednesday, Oct 5. Contact Jim Drawe if you d like to help. MBI Board Meeting Bob H recorded the last MBI Board meeting Charley to post on YouTube here is the link. o Tim Connolly is the new director of MTC (replacing Pamela Goldberg) o Approved changes to Last Mile Policy originally read at Jun 30 MBI Board meeting bringing in line w/ Governor s policy more flexibility. Private sector solutions preferred, loosening requirements for connection to MBI123, add criteria for private sector partners experience, financials, open procurement, remove town ownership

3 requirements, appeal process. The new policy is here. o Middlefield wireless on hold, construction estimate was high. The town sent out sealed bids, 2 respondents for the whole construction. Original plan was to do sections. Footing and excavation for central monopole bid was $65,000 seemed high. They will meet with MBI soon. o Changes to allocations $18M subsumed into MBI budget used to help each town. David Kulp got MBI to include the Professional Services in the readiness submission document. Chris Lynch Otis and Alford got $15 stipend per pole to do their own pole survey should come from Prof Services allocation. o Timelines Ashfield and Egremont exit readiness. Pole survey starting in 6 towns soon. o RFP for Design/Construction firms, hoping for Board approval end November, Design to start in December. o MBI expecting to publish grant contract for towns building on their own and participation agreement for towns using MBI to build networks in November. o Don Dubendorf (MBI Board member) said he supports the private sector to help cash-strapped towns. 6 towns have not responded to MBI outreach if you don t include these towns, you will have failed. Suggested more money may be needed to reach the final 4% of cable towns, and the very small towns. MBI Readiness Process David Kulp encountered Insurance issues between MIIA and Verizon. MIIA would not supply needed paperwork. Issues: Pole bond Jim Drawe worked with MIIA (for George Propane); general liability needed; fleet + disability insurance. Ashfield poles co-owned by Verizon and Eversource - Leverett got a joint bond with both, but this is no longer possible - have to pay double for pole bond based on number of poles - about $1,500/year to each company. Pole bond to guarantee you ll make payments or to pay for removal of fiber. Lesley told by their Construction Manager that they need to complete pole attachment agreements before exiting readiness. David Kulp told they can defer pole attachment agreements until pole survey is complete. Verizon requires pole bonds with the agreement; Ashfield will pay for lowest level at first. National Grid now requires a high-level design for cable size in attachment request. Request for list of the steps in MBI process, David Kulp said he d help. Kathy Soule-Regine New Salem is waiting on signing with MBI. Our Selectboard is concerned over subscriber cost, and changes to plan presented to town. Should we go ahead with pole surveys? Do pole surveys expire? Chris Lynch (Matrix) normally poles don t change new poles require a hearing by Selectboard, so could be added to agreements. It s the Utility company surveys that expire. It s recommended that towns start pole survey; MBI agreement does not have time limit on surveys. Once pole applications are submitted, the clock will start. Bob Handsaker Bill Ennen says that utilities might not accept pole surveys if they are too old. Jim Drawe replied this doesn t make sense need the pole survey to do the applications, after utilities do their survey, use ours to negotiate. Chris Lynch Verizon only needs pole numbers; our input helps them update their records. Only changes would be if utilities move the poles or add

4 cables; pole survey gives good input into the project costs. David Dvore pushback on participation agreement, asked for no further evaluation of sustainability. Todd thinks early towns can help shape the agreement. o Payment schedule proposed towns pay perhaps before construction even starts, there are other expenses the town pays directly. KSR would like towns to get together on the process. Could do it at an EC meeting. Jeremy history seems that MBI addresses their concerns before considering towns and then don t want to make changes, so early input is better. Leslie Rule consider ourselves as advisors to tell MBI how it can move the towns forward. Bob H. towns which are ready to move forward have power now MBI budget depends on towns moving forward. o Jim Drawe Take time before signing MBI construction contract, since new options appearing. Tim Newman don t assume other options will be no cost to towns. o Payment schedule makeready is 35%, typically paying for materials up front 35%, should have a draw schedule for the last 30%. Charley Todd says that construction costs will be well known after design, so by time of final payment, cost should be clear. o Ashfield - pole surveys Ashfield 1700 poles, 1 crew, 3 weeks estimated. Chris Lynch - 30 minutes per pole is a good estimate. o o Rowe is willing to be guinea pig, getting legal wording for proposed changes. What about our pole attachment agreements if we go with another solution? They do not cost much money, so shouldn t be an issue. MBI said it would pay attachment fees. o Towns should go ahead with pole surveys while we work on the operation solutions. On August 18, the Governor signed the Municipal Modernization Act changed the 5 year rolling notes to 10 years (Ch. 46). Can do 10 1-year notes, then roll over to 1 10 Year State House note. Also for Washington, no need for MLP. Jim did spreadsheet showing how using 1-year notes is better than 20-year note at 3.5%. Bond requires bonding fees and yearly audits. Bonds typically don t allow prepayment, but 1-year borrowing does. Banks don t like long-term borrowings, easier to get the money. Unibank is willing. Jeremy Unibank says most towns are not qualified for 20-year notes, annual audits, payment levels too low but they recommended that Becket do bond. Jim Drawe did a paper on 200 years of interest rates shows average is about 5%, does not expect rates to be much higher. Suggested changes to the participation agreement will be ed to delegates by Outreach and responses to Outreach o Towns determine who owns the network. No longer has to be the MLP. o Autonomy for operations o Breakdown of Professional Services spending for the town o Project schedule, MBI will have performance penalties which goes to towns, time is money o Monthly accounting by MBI o Withold last 10% until successful completion o MBI funds owners project manager who is hired/controlled by the towns. Bob H should have $ estimate. J Drawe MBI spent $13M for middle mile OPM, $8M was in last mile budget. Typically OPM is an engineering firm.

5 o Towns approve/reject any aspect of project o Towns held harmless o MBI to ensure project schedule is met even if early phase is delayed. o Most options should be proposed by early towns, so they will be in the contract for later towns. o Craig Martin MBI may reject some provisions. Jeremy these are asks to start negotiations. Helps MBI understand the towns perspective and needs. Reports from Committees Outreach looking at our current spending will be asking towns to contribute for FY17. Outreach will be meeting to do additional communications to the towns. Finance escrow account 3739 credit card, 3800 checks, 800 refunds so far 6739 deposits on hand $334, We re about $6,000 short, with $5,000 in checking account. Other Director Input Kathy Soule-Regine there have been changes to Open Records law are we following? Jim we do maintain difference between public entity and the business side (which is not subject). People should attend educational sessions on ORL. Cheryl Handsaker 2 responses from MBI for the Axia sessions. Bob Handsaker listen to the MBI Board meeting. They seem receptive to private partners. David Dvore Bill Ennen cautioned about Axia. Chris Lynch there are 2 parts to Axia; the organization running the MBI123 is a separate division from the part proposing a Last Mile solution. WiredWest was finalist in 1Berkshire economic development award. Steve Nelson attended awards ceremony. Charley MBI basic FTTH workshop will be in Worthington 9AM Oct 13. Worthington survey about 200 households most replied they would pay $75- $125 for Internet or Internet+phone. He ll send report to David to publish. Graybar/ADTRAN coming to Oct 19 th EC meeting Confirm and Schedule next BoD meetings October 22 nd 9:30 - Plainfield Nov 12 th 9:30 - Goshen Adjourn Leslie Rule moved, Kathy Soule-Regine seconded. Meeting adjourned at 12:06 PM