Minutes for June 12 2023 Trustees Meeting

The meeting convened at the library at 7 p.m. Present were Cindy Binzen, Carol Wilson, Miriam Newman, Marty Frank and Melissa Strayton (librarian). Tom Cecere, representing EC Fiber and GWI Vermont, phoned in to discuss his company’s proposal to lease space from the library to house a network hub.

EC Fiber Hub: Tom Cecere told trustees that EC Fiber has central hubs in Royalton and Norwich and smaller hubs in all of the Vermont towns it serves. The Strafford hub is now upstairs in the town office building but needs to relocated by the end of the year because of problems with the building. The hub is essentially a large cabinet, about 6 x 7 feet, stuffed with electronic equipment that is housed in some sort of protective shed where people can access and work on the equipment. The footprint of the protective shelter is about 10x15 feet. The hub that serves Thetford, for example, is located at the Thetford Elementary School. EC Fiber hopes to relocated Strafford’s hub to a building in the Upper Village because of the high per-mile expense of moving it.

Tom explained that EC Fiber is a nonprofit that owns the network. It has hired GWI to build and manage the network. Our lease would be with EC Fiber. GWI prefers to locate the hubs outside of buildings to minimize overheating. The structures tend to look like sheds and are built in a way to keep the cabinets themselves off the ground. Once the hubs are up and running, there is little need for GWI employees to visit them; Tom estimated that they’re checked every six months or so. GWI/EC Fiber would also need to figure out some way to provide backup power to keep the equipment operating during outages. GWI would install the generator and pay for any changes to the library’s electrical system. Tom said that a battery is a potential source of backup power, but that propane generators are probably the best option. The generator would be available for use by the library.

If something were to happen to the equipment, EC Fiber/GWI has insurance to cover the cost. They also have an umbrella policy to cover anything regular insurance might not. The mutual indemnification clause included in the proposed lease is there simply to protect each party from a suit over occurrences the other party has notcontrol over. Tom said the company would cover the extra electricity costs by paying for whatever portion of the bill results from running the equipment, or by installing a separate meter. He would prefer not to install a separate meter just to save money. Because it’s so difficult to move the equipment, the library would pretty much lose control over whatever space is leased to the company. Other points made by Tom: The proposed 25-year length of the lease is standard for the company but is negotiable. If EC Fiber were to go bankrupt or otherwise disappear, the only possible successor, by law, would be the state of Vermont. The lease could be amended to include a clause that requires EC Fiber to remove the equipment and restore the site to its original condition if EC Fiber ever stopped using the hub.

Tom said a further evaluation of the site is needed to determine where the equipment would be located, how to connect it (underground or a drop line from above) and what sort generator the company would want to install. He also sent an email just before the meeting to answer questions from trustees about the proposed lease (in italics below): 

ECFiber is the brand name of a business owned by the East Central Vermont Telecommunications District, a municipality under Vermont and Federal Law. It has no employees and uses a General Contractor to execute its activities. GWI Vermont is now that contractor after having taken over the contract from ValleyNet. GWI Vermont is a wholly owned subsidiary of GWI in Maine. The leases are with the District, not with the operating company. We will, however, be the ones fixing things, etc., as representatives of ECFiber.

Specifics questions:

Points 4,5 - How big is the “telecom equipment”?  Where do they propose to locate? 

Indoors, outdoors, where? Located outdoors to the left of the building as seen from the road. Attached is a description of the size of land needed.

Point 8 - Who pays for permits? ECFiber

Point 10 - Library is good with snow-plowing but does this imply that, during a blizzard (which is when the backup would be critical), are we going to have to shovel out too?  (Our shovelers aren’t exactly johnny-on-the-spot). We appreciate any help but we generally arrive with snowshoes and shovels  ourselves.

Point 11 - Why should I care how much insurance they have?  Are they implying that, heaven forbid, when backup power burns down the library, $4M is our maximum payout?  What’s the intent of point 11 and could they please be specific? The District carries insurance to reassure Landlord that if we have an accident or there is some property damage that we can cover it. The District also has Umbrella insurance for the kind of damage contained the question.

Point 13 - Does the library already comply with “all rules, regulations…"? That would be terrific! Yes, we assume you do already comply and we need to also. 

Point 18 - Is the “landlord indemnifies…” standard wording or should I be concerned?

Lawyer worries. It basically says that if someone vandalizes the building who’s not involved with the District you can’t sue the District. Then it says if any of our people commit damage (say, to the hub) the District can’t sue you.

The agreement states clearly that the library furnishes the electricity to power the hub. Tom C. says

that ECF will handle that and set up separate billing if necessary. Will the agreement be modified to

reflect that? I’m happy to change the language. Until we get a bid to put in a generator it’s hard to know

which alternative is best technically.

No. 8 states “Landlord agrees that the Tenant may install additional power backup systems on the

Property solely for the purpose of assuring the provision of power to the equipment. Tenant agrees to involve Landlord in siting and landscaping discussions prior to the Tenant’s approval of plans for such installation.” I’m not sure what “Property” refers to -- the entire library property or just the space that’s being leased to ECF. I would have an objection to surrendering control over the entire property. The “Property” is defined in section 1, The Landlord leases to the Tenant, and the Tenant rents from the

Landlord the following described premises: The location as shown on Map A located at [address] henceforth, “the Property.” We need to put in a map showing where and how much space, but it’s

just the District space, not the whole library property.

Generally, our space requirement is about 10’ by 15’ total, including the hub, generator and propane tank. If we can share power (routing the generator through your system) then we’d have our own breaker. If not, we’d need to have our own meter installed. If we need more details on this I can arrange for one of our network techs to address it more thoroughly.

I don’t understand No. 15: “Landlord agrees that as a community anchor institution, provision of

service by Tenant may qualify for grant support of the delivered service. Landlord and Tenant agree that to the extent such funding replaces account credits provided, account credits will be redirected in support of subsidies for [alternate recipient] on a mutually agreeable basis.”

This clause allows the Library, as an anchor institution under a recent law, to decide to pay their normal bill reduced by any “Anchor Grants” and designate the benefit of free service to another party. I don’t think that’s anticipated here.

I don’t recall how big this installation will be or where it will be located, but what happens if

something unforeseen happens and we need access to that space -- either to work on the building, or

for whatever? Our preference would be to set it as far from the building as makes sense so that there is

no interference. It would be very challenging for us to move our equipment temporarily but in an

emergency we’d have to do something.

25 years? Why so long? Is the capital expense of installation so much that such a long lease term is

justified? This question, of course, arises from our regrets about the last long-term agreement we

entered into. 25 years has been our standard since the formation of the District. There is a clause

(Section 19) which allows for termination in case of breach.

Librarian’s Report: Melissa said a large order of books has been received and processed. The after-school program finished today. The summer reading program schedule is set and ready to be distributed. That series of programs will kick off on June 26 at the Pocket Park. Included in the summer-programming  plans are three story-walks, a performance by Michael Caduto and Firetruck Night. Melissa noted that David Webb had told her that the Friends plan to purchase an HDMI adaptor for our projector in response to the problems we encountered during the program on bees.

Treasurer’s Report: Rachel left a copy of the most recent Profit & Loss statement before the meeting.

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Other Business: Trustees discussed the design and typography of the draft logos that Carol emailed before the meeting. Carol will get back to Molly Faccio about the trustees’ suggested changes. Melissa expressed concern about how much the library is spending on adult programming, especially if we’re going to ask the Friends to help cover it. The trustees said they hope to continue scheduling programming but don’t anticipate spending a lot more on it. Cindy reported that the picnic table out back has rotted away and needs to be carted away. The screen door repair will need to wait until Rocky can haul the door to his shop. The runner rug near the front entrance needs to be replaced. Cindy will try to reconnect with the roofers to get an estimate on replacing the slate. 

Miriam says she has had no success trying to revive the preschool storytime program: There didn’t seem to be much enthusiasm for it among the people she talked with. She proposed inviting members of the community to attend our meeting to discuss reviving it as a way of gauging how much interest there is in the community. Melissa noted that if we do revive it and make it an all-volunteer operation, we’ll need to be mindful of the fact that we’ll have little control over its quality but that the program will be regarded as a library offering, She said she can do the reading but would have to make adjustments in the schedule to accommodate it. 

Our next meeting will not take place at the usual time of the month. It will be on a Wednesday — July 12 at the library at 7 p.m.

Submitted by Marty Frank