Board of County Commissioners - Regular Meeting

You got to ask yourself.

All right, commissioners, welcome back and back over to you, Jared.

Thank you. We're in the afternoon portion of the May 19th, 2026 Board of Commissioners work session. Our first topic up next is library funding and governance process to review the updated draft agreements and the status of central collections project. And welcome to our experts.

Great. Thank you. Good afternoon, Chair Harrington and Board. For the record, my name is Marnie Kyle. I'm one of the Assistant County Administrators, and I have had the pleasure of working with WCCLS for close to two years now. And I am taking a little bit of time for the intro because I feel like this has been a three-year journey and want to take just a little...

It hasn't been?

It has been. So yes, as you know, this has been a long collaborative process that began in late 2023. In July of 2023, your board discussed the significant role libraries play in our communities from supporting early learning and student success and lifelong learning, as well as providing less traditional roles such as access to broadband and technology, connecting community members to social services, and assuring welcoming spaces during inclement weather. In addition, your board recognized the financial pressures faced by the county and our jurisdictional partners. The board directed WCCLS and county leadership to embark on a process to establish a common understanding of current service levels and the total costs, to establish base library service levels available for all county residents, to evaluate and refine partner roles in providing these base level services for our community, to identify options for funding base level services, and establish metrics to allocate funding for partners operating those libraries. Today, we bring you the culmination of the two-year collaborative process. WE HAVE CONVENED ONGOING PARTNER MEETINGS TO DISCUSS CURRENT SERVICES, TO DISCUSS EQUITABLE SERVICES, AND TO DETERMINE A FAIR AND DEFENSIBLE PROCESS FOR DETERMINING SERVICE AREA RESPONSIBILITIES IN THE FUNDING DISTRIBUTION THAT ADDRESSES LONGSTANDING UNINTENDED CONSEQUENCES OF UNDERFUNDING LIBRARIES AND COMMUNITIES WITH HIGHER SOCIAL VULNERABILITY. Today, Lisa will update your board on the IGA changes and the drafts that were discussed with city managers since the board's last work session on April 24th. We have incorporated changes requested by the cities in the draft that's before you today. I want to acknowledge a few areas of continued concern that we're hearing from the cities before I turn it over to Lisa. So cities continue to express concern that they do not have a clear commitment of general fund contributions after the first year allocation. I'm going to read the current language that's in the draft IGA before you for consideration today, and you will see it on the screen later, but I think it's really important. So it acknowledges the contributions of general fund to the library cooperative over the years. The board commits to the allocation of general fund to support service levels with the understanding that general fund transfers are determined through the annual budget process. So that was a change that was made a couple of weeks ago after our last conversation with city managers. So I want to be sure that the board is aware of that change and comfortable or if you have other suggestions. The second area of continued concern is the implementation of centralized collection. Lisa will share more about the MOU that we are developing with the executive committee of WCCLS and the library directors that outlines WCCLS's commitment to a collaborative process for planning and implementing the centralized collection, as well as ongoing service commitments for the life of IGEA. The final concern that we've heard is the need to have IGAs executed by June 30th, 2026. So I want to assure your board that this date has been communicated for months and also to share that we shared and it was absolutely 100% not intended as a threat, but that we did communicate that we would not be able to release funding until IGAs are signed. that the county would also be at high risk of continuing to provide infrastructure support, especially IT support without signed agreements. Again, this was not meant as a threat. It was intended to communicate the importance of completing the agreements on time due to the risk to the county and the cities of operating without agreements while sharing legally protected patron personal information and library records. My final comment is that the final three months of the timeline was adjusted to meet city requests for vetting the draft IGAs with their council members, their attorneys and their leadership. And this timeline was agreed upon and communicated in March. We appreciate the hours and it was hours of conversation and feedback from our partners as we've gone through this process for over two years. It has required significant engagement and support from this board and our library partners. But in the end, we're hopeful that this represents a plan to assure a strong, sustainable system of library services available to all of our community members. And with that, I will turn it over to Lisa to go through the specifics of the IGA.

Good afternoon, Chair and Commissioners. I'm Lisa Tattersall, the Cooperative Library Services Manager. Today, I'm going to briefly review the previous board touchpoints for this process, the goals for our process, and then the timeline through June. I'll review the updates to the agreement since your board last saw them at work session on April 14th, and then the next steps to finalize the agreements. I'll also have an update for the board on the central collections process. The policy questions for your board today are what feedback does the board have for staff on the agreements? And does the board request staff return with an action item on May 26 to authorize the signature process? Marnie covered these board-supported goals in her opening remarks, so I'm not going to spend any time on this slide. And this is also just, I think, helpful for any members of the community who are listening, but we do have all of these links and all of the background information on our website at WCCLS.org. The draft agreements were shared with our partners, and then we met to review and agree upon final changes to bring back to your board for final review. And that happened May 8th. On May 26th, we are hoping to return to your board with an action item to authorize signature. That leaves the month of June to get through the signature process so we can have agreements signed by June 30th and new funding allocations rolling out in July. Our partner agencies reviewed the agreements with their legal counsel and provided edits for cooperative consideration. Many of these changes were improvements in clarity, and we really appreciate everyone's careful review. All of the changes are noted in red line in the draft agreements attached to the agenda item, And in the next few slides, I'll just draw your attention to a few items of significance. One, I guess, reminder at this point is just that the process resulted in two revised agreements, and that mirrors the current agreement structure we have with our partners. So we would have a perpetual cooperative governance agreement, and that captures governance roles and responsibilities and decision making for the cooperative. And then there would be a five-year cooperative operating agreement. which covers funding, base service levels, accountability, as well as network and data protection. Okay, so of note in this section is this, there were just some good catches from partners on making sure that our groups were complying with public meeting law. And so there was some tweaks made there. I also wanted to note that the chair provided some points that we can incorporate into the agreement. And so in Section 4.2, the agreement says that library leadership group representatives are members of the executive board but do not vote. However, in Section 4.9, we say that all members of the exec board have a vote. And so that's contradictory. And so we'll correct this discrepancy in the agreement to reflect that the library leadership reps on the exec board do not vote. In Section 7.3 of the agreement, which describes the voting mechanism for collective decisions, and those are defined as actions or recommendations that materially affect cooperative governance, funding, and services. The draft language in 7.3 allows for bylaws to specify exceptions to the voting mechanism for collective decisions, which would otherwise require a two-thirds majority vote. And so staff agree with the chair's assessment that for decisions of this scale, the decision-making process should be captured directly in the IGA rather than also being addressed in bylaws, which can create confusion. And so we would be striking that phrase that's in 7.3. And that was it for the governance agreement. Moving on to the operating agreement, This has a five-year term with the same dates as the levy, so it begins July 1st of this year and expires June 30th, 2031. This agreement is fundamentally about how funding is allocated, who provides which services with that funding, and how. This agreement also outlines the roles and responsibilities for library technology and data protection, as well as accountability for funding.

Quick question on the opportunity agreement. Have you ever had a levy cycle maybe some that were just renewals. I don't wanna try to answer my question at the same time. I was wondering, and I realized that some levies are renewals and some are replacements. Have you ever had a time where the operating agreements need to be updated?

Not in my experience.

Okay, thank you.

Usually there's enough that changes with IT and data that we need to make updates there. Yeah, and then the funding formula tends to change a little bit at least from yeah Okay, I'm gonna go to the next slide so in the funding section I'm gonna say the exact paragraph reference if you want to jump to that is sixteen point three point two point one As Marnie shared in the introduction staff added language in the risk in response to partner feedback for your board's consideration and that language reads as follows as The county acknowledges the historical importance of general fund support in the success of the library cooperative. The county is committed to allocation of general fund in addition to the local option levy revenue to support base service levels with the understanding that projected county general fund transfers are determined through the county's annual budget process. So we wanted to highlight this language for your board's consideration.

Should I ask this now or later? Now it's fine. The word commit, does that legally require my successors? Commits to the allocation of general fund to support service levels. And so we have a service level that is set with each levy cycle, right? And I assume that costs could go up. over the five-year period. But what I can't control is some unexpected or catastrophic things. So while this is something that we're absolutely striving for, I'm wondering about city councilors that I don't even know yet, that don't even serve just yet, INTERPRETING THAT COMMIT IS AN ABSOLUTE LEGAL REQUIREMENT ON THE COUNTY.

NEW SPEAKER SO, CHAIR, I DON'T, BECAUSE THIS IS AN IGA THAT WE'RE JUST ONE PARTY TO, I DON'T WANT TO GIVE YOU TOO MUCH LEGAL ADVICE ON THIS IN AN OPEN SESSION, BUT I WILL, I DO FEEL COMFORTABLE SAYING THAT IS NOT AN UNREASONABLE INTERPRETATION OF THE WORD COMMIT. NEW SPEAKER OKAY.

NEW SPEAKER WE COULD COMPLY WITH A DOLLAR.

If that supported service. No, just give them a dollar. Jerry, I was thinking the same way, but the second part of that sentence says to support service levels. And that's where it might get a little bit dicier, I think. But I think the fundamental issue here is that no matter what we do, we can't make decisions. It wouldn't even matter what's written in here. We cannot make decisions, even if we say we are making decisions that bind a future board funding decision. It's just not possible.

Okay. So we'll have to come back to this. We certainly hope for the allocation, but yeah, got it. Okay. We'll have to come back to it then. Thank you.

And so those were the major changes to note in the IGA draft. So I'll move on to next steps to finalize the agreements. knowing that your board is going to want to discuss some more. So on May 26, we're planning to return to your board with an action item to authorize the contract review and signature process, again, leaving the month of June to get through the process so we can have everything signed by June 30. I'm going to jump over to an update on our central collections project. I just want to acknowledge there is concern among our partners about how central collections will be implemented. And so to support a fuller shared understanding of the work that we're going to be doing together and to support a dialogue about that shared understanding, staff have developed a draft memorandum of understanding or MOU, and that covers WCCLS's commitment to a collaborative process for planning and implementing the centralized collection, as well as ongoing service commitments for centralized collections once the process is up and running. This draft was shared with partners on May 8th, and we're hoping to have that finalized by the end of July. And then to further support deep engagement with our library partners on this process, staff are kicking off a project steering committee, and that's composed of four representative library directors. They'll be providing input, guidance, and system level perspective to the project sponsor, leader, and our project manager. At their May meeting, the library directors had their initial conversation about how to select their representatives, and staff are hoping that those will be chosen at their library director meeting in June so that the steering committee can kick off meeting at the end of the month in June. I also want to thank our initial consultants for the work that they did in doing library site visits and the staff survey, as well as some initial data gathering. That work will inform the rest of the project and is now being handed off to a library specialist project manager who is needed to support the complexity of this project, ensuring that the deep expertise of our libraries is reflected in the new processes we develop together.

You said something in a conversation I had with you recently where per library, the collection on display will still be under the control of, I don't know, you put it so eloquently, but to me, that's a bottom line takeaway of this whole slide.

Could you repeat that eloquent description? I don't know if I can do it eloquently, but what I can say is that everything that a library has purchased up until the point when Central Collections goes live, remains in their ownership and under their care. Those are assets purchased with local resources, with local expertise, and so we want to make sure those are still theirs, that we have no claim on those. What would happen is that over time, as WCCLS purchased new materials, those would be added to the existing collection and sort of interfiled or intermingled with the existing collection that exists. Those items would be owned by WCCLS.

But I think the point that I I was getting from you is there's a central collection, but each library site is a reflection of its community. And so what is physically available at a physical library is still under the control of that library director.

It will be under, yeah, the... feedback that we're going to hear from staff in those libraries about what those needs are on their shelf. We're going to be doing a shelf like inventory. I don't know the right word, but you know, how much shelf space is at each library? What are they allocating each type of collection to in terms of space? How often are those turning over? All of that kind of stuff. And then making sure that the languages match the community need that the formats meet the community need because different communities prefer different types. magazines, Spanish magazines at Cornelius, for example, is a really big concern. Those are hard to acquire and manage. And so that's something that we have our eye on. I know Hillsborough, their library of things is one of their flagship sort of features and that's really important for them. And so I think that's the other thing to bring up in this moment is that there is still the opportunity for libraries to purchase their own materials as well once this process rolls out. And so Hillsborough is welcome to continue, for example, to continue maintaining their really glorious Library of Things collection. That local color, if I can call it that, still remains locally. And it's so important to actually just delivering good service. The definition of a good library collection is one that meets the needs in the space it's in for the people that it serves. And so we are going to need to make sure that each building is reflecting the collections that we're providing for each building meet the needs that that building is encountering and that those library staff are

That local control still remaining locally is really important. And how the project will describe all of that, all those words are still TBD. But I hear the intent. Yes.

Thank you.

Where are we?

Okay, and then I just wanted to talk for a moment as well. I know there are questions about savings gained by the central collections process and in our cooperative model work is shared and handed off really between WCCLS and partners in our service delivery model and so we're make fully independent choices about their staffing levels and strategic priorities, it can be tricky to arrive at a concrete, specific number of savings. We have estimates, but each partner is going to be able to realize savings in the way that they choose, and that really depends on their local resources and local priorities. So some cities are choosing to make position reductions, and some of those are happening over multiple fiscal years as we transition to a centralized model. That will result in concrete dollars saved in those cities in terms of their personnel budget. Other cities are choosing instead to redirect freed up staff time to other strategic priorities to meet evolving community needs. So, for example, one of our partners is really shifting from doing library collections to focusing on focusing that staff time to doing digital inclusion work, which is an emerging area of great community need. And so they are able to not reduce staffing, but instead are introducing a whole new much needed line of service to the community without any additional personnel costs. And so those savings in that case present themselves as increased levels of service to the community. And this really just reflects the fact that each city is in a really different position in how they want to address this situation. Okay. And staff will continue to provide updates to your board via the County Administrator's quarterly manager report. And of course, any other information that you need as we move through this process. I'm gonna jump to the policy question slide, which is what feedback does your board have for staff on the agreements? And about, do you want us to come back with an action item next week?

Board, the floor is open for questions. comments on these specific policy questions or other related library questions.

I can jump in. Thank you for your presentation. And I think my briefing was yesterday, I think, or this week.

No, yesterday. Yesterday.

I was trying to reflect back. I was like, this sounds so familiar. But thank you for your presentation. I think in terms of what feedback I have, I think you're doing great. I think you're keep having the conversation. I think you're engaging in a meaningful way that brings people together and keeps having the conversation. So I would say keep doing what you're doing. I'm very impressed and inspired. And I think we'll get to your resolved part. And then I don't see why not to come back here on May 26th with an action item.

I think they're looking for more specificity on this. Thank you. Sorry. It just seems to me that the elephant in the room is funding mechanism. giving assurances that we won't reduce the general fund contribution of WCCLS allocation money, if that's what you want to call it, that we won't reduce that, similar to what we've done over the last few years. So what direction, and if I'm putting words in your mouth and they're wrong, you can tell me, what direction are we willing wanting to give them in the conversations because we are going to get conversations with electeds as to what they want. So what direction are we giving them in the conversations that they're having with staff, presumably? The staff are getting their direction from the mayors. as to what this should look like. So we got to find a happy spot.

So could I pause there for a second? Sure. I'm not stopping it, but rather we had estimates and forecasts that went into the levy proposal that we put before the voters. If I'm recalling correctly, because I haven't gone back to packets, but staff usually does a really good job of trying to ensure that we understand a whole levy cycle before we provide it to the degree that we can, right? We're talking about forecasting. So I'm not trying to make stuff up, but I believe that there was a time when we took what we thought would be our general fund for this levy cycle, And we usually get a five-year forecast of what we expect the general fund revenue increase will be based on the 3% plus new development. We have this anomaly year this year. So, but I assume that they're getting, I can't remember all the budget detail from the presentation last week, but I assume that they're at least getting the generally 4.5% growth. But I remember we have a cut in there too. So we established the levy level given the proposal of services and costs, because there are cost estimates too. So the best we can do is stand by the estimates when we made the levy proposal. And the actuals always have to be revisited with each budget year. So that's, is that the, is that the question that we're asking about today or? Because we, I'm trying to make sure I'm at the same point you are, Commissioner Willey, because we made a proposal to the voters with a certain commitment of services and so forth with a set of funding and revenue and cost assumptions. And so people, elected officials, mayors and city councilors can say they always want more. But our pockets are pretty spoken for, nor can I sit here today in the year 2026 and commit a future chair to make budget decisions one way or the other beyond what was in that levy proposal that the voters approved. So what am I not sensitive to?

Can County Council comment on that? Like what happens if we, let's say we did agree to some very specific thing, general fund commitment wise. I don't know what that would be, but let's just say we did that for the sake of learning here. If we did that now or in the next month, and then we have two or three new members of the board in the next year or two who decide to change their perspective change or they have a different perspective they're not even changing they just have a different perspective what is that like to the chair's question like what is the obligation of the organization and can we even do things that sort of tie down future boards around budget decisions

So, Commissioner, thank you for the question. A couple things. First, I think we're very deliberate. I think your question was saying about putting some sort of funding.

Something specific. More specific because that's what we're hearing some of the city at least elected leaders want. Something more specific.

Or use a different term. Thou shalt not.

Right.

Thou shalt not cut WCCLS allocation from AV, actual AV. Something like that.

So Lisa and Marnie will interrupt me if I get this wrong, but we wouldn't do that because we cannot do that. As to the specifics, I don't think anyone on our side of the table is, unless you all told us to put something, put a firm number level commitment, I think the term was intended to just show that Well, but if we told you to do that, what happens in two years? Well, then we would be in potential breach of the agreement, and then there may be remedies. I would also say, however, your staff is very proactive, and we would probably start before we were in breach of any agreement, we would have a long leeway, and we would start to actively negotiate with the partners on an amendment. But if we couldn't reach that, then, I mean, the technical answer, we would be in potential breach of an agreement. AND THERE WOULD THEN BE CONTRACT REMEDIES.

NEW SPEAKER THAT'S ALSO WHY WE PROBABLY ARE RELUCTANT TO MAKE THOSE KIND OF COMMITMENTS.

NEW SPEAKER SO WHAT QUESTION, SHORT OF THESE TWO QUESTIONS, WHAT QUESTION ARE YOU PROPOSING WE ANSWER?

NEW SPEAKER WELL, FROM MY STANDPOINT I GUESS STAFF IS ASKING US TO HELP THEM work through the difficulties of getting an IGA that the cities will sign. And what would that look like? What are we willing to do to make that happen? And I guess where's the bright line that we won't?

Having the conversation we just had, I don't think we can say more than what was said about the general fund commitment that's written there now in draft. That would be, feel like it. Yes.

I think that's our question is, are you comfortable kind of sticking with this language or do you want to have a more specific commitment of some amount or some thou shalt not?

So I guess my problem that I have with that is because commits to the allocation of general fund to support service levels. We don't control service levels.

We did define the minimum. This should probably say minimum service levels, though.

Well, okay. What if the cities say, we've got budget issues, we're going to cut our allocation to the libraries, and you've said you will support it. So then now we're going to be backfilling the city's budget cuts.

The concept with base service levels was that county funding would support base service levels and that city funding would support the building itself, right, and then anything above base.

So the proposal we put before the voters and that they approved was all all inclusive of funding for the base service levels. So I sit here trying to figure out, I mean, the voters approved, we made a proposal to the voters and they approved it. And I wanna make sure that future boards are aware of that and strive to commit to that. You know, but short of a terrible event that there's always room for, that's the biggest commitment. That's the only commitment that I think future boards are bound to, what the voters, what was proposed in front of the voters and what the voters approved.

And I think that the request from the cities is, that there is also a commitment from this board to continue some level of general fund support. So not necessarily asking to say it's X percent or it's X related to AV, but that there's some level of concrete commitment from this board that in 28, 29, you're not gonna zero out general fund. just to put it really bluntly, and in future years, year four and five. So that's how I would describe what it is. And so the closest we felt like we could come based on our understanding of current board policy is this statement, and it is consistent with how we describe or define base service levels.

Does the full thing include the word base service level or not?

If not, we might want to add that.

But it probably should.

Yeah. Yeah. I can't commit to something beyond what the voter service levels.

It does say base. Okay.

Oh, so this paraphrasing is incorrect.

Support base service levels. The county is committed to allocation of general fund in addition to the local option levy revenue to support base service levels. with the understanding that projected county general fund transfers are determined through the annual budget process.

But the base service level was part of our proposal. So the definition of base service level is the same for five years. Yes.

I don't think we can commit to more than that. And that's a big commitment, I think. I do think there are multiple cities that have communicated, mayors that have communicated PERSPECTIVES AND COMMENTS ON THIS. I DON'T KNOW THAT WE'RE GOING TO GET FIVE-YEAR AGREEMENTS, AND I KNOW I KIND OF FLOATED THE IDEA YESTERDAY IN MY BRIEFING WITH ALL OF YOU THAT WE MAY NEED TO BE LOOKING AT HOPEFULLY THE PERMANENT GOVERNANCE AGREEMENT COULD BE SIGNED IN PERPETUITY, BUT THAT I THINK TO GET THERE AND TO BUILD TRUST The new operating agreement may, even though we don't want this, may need to be for a one-year time frame.

I don't know that we're going to get... Why on earth did I vote to propose a five-year levy?

I'm just sharing what I think is the practical reality of where we're at. I think we could move forward with saying take it or leave it, and I think we'll have... number of cities that don't sign that agreement. And I guess I don't know what that ends up looking like three months from now, two months from now, but I'd rather try to work through the issues that some of them are having with the bigger picture here.

It feels to me like, as far as I recall, when it came to our referral, the City of Beaverton City Council was the one that was the one that had trouble supporting the levy. And that was related to the service area.

And distribution of funds.

And the distribution of funds. It all comes down to money. And to turn the clock back, it feels to me like that's what is happening now. turning the clock back. And we made a commitment to the voters for a five-year local option levy. And if folks want to dismantle the cooperative now, then we need to take legal steps pretty darn quickly so that we figure out how to rescind that. Or there's egg on the face of all those partners who, and a lot of partners, did work to help inform that levy proposal.

I agree, and I'd like to see a five-year agreement. I'd like to see this move forward with this language. I just am getting the sense that I'm reading the tea leaves with many of the partners. I'm not sure we're going to get there.

I don't know how things change from one partner has a problem with the service area map to their multiple partners.

I didn't even hear from that partner.

I think what we've got is a situation where, and Jason, I appreciate it. Call them out. I think what you're talking about, the one-year approach would be to demonstrate that the the commitment to making sure that they continue to get the same, that our AV levels, we follow our AV levels and we do the things that we said we're going to do. I'm just telling you what I've heard as well. And I'm worried about where you guys are going to be in relationship to getting the IGA signed.

That's where... Thank you, Commissioner Snyder. And, Teresa, I think we have in the last... I would say especially acutely in the last 24 hours have concerns about getting the IGA signed by all of the cities and concerns about what it means if some cities don't sign with an understanding of we can't release funding until those IGAs are signed. I think that the one IF WE DID A ONE-YEAR AGREEMENT, I THINK IT DOES PROVIDE TIME TO GET THE MOU AROUND CENTRALIZED COLLECTIONS IN PLACE. I'M A BIT CONCERNED ABOUT THE MOST CONCERNED THE MOST CONCERN IS AROUND THE COUNTY GENERAL FUND ALLOCATION AND I'M NOT I DON'T HAVE A LOT OF CONFIDENCE THAT A YEAR FROM NOW WE WILL BE ABLE TO SAY WE'RE GOING TO COMMIT TO A DIFFERENT LEVEL. OF COUNTY GENERAL OFFENSE. I'LL JUST THROW THAT OUT THERE THAT I THINK THAT WOULD BE THE AREA THAT WE WOULD NEED BOARD DIRECTION FROM AFTER IF WE GOT A ONE YEAR.

NEW SPEAKER YOU CAN STILL SUPPORT THE LANGUAGE IN THE DRAFT, THOUGH.

NEW SPEAKER YES. NEW SPEAKER OKAY. NEW SPEAKER I HAVE NOT DIRECTLY RECEIVED ANY FEEDBACK ABOUT THE CURRENT DRAFT LANGUAGE, BUT I THINK THAT YOU ALL MAY HAVE.

I didn't receive any in my inbox, so I don't know if people could share if there are some other interpretations. Yeah.

You've got to get it out now. Yeah. Who are the jurisdictions that have problems?

I have three phone calls this afternoon.

From whom? From what jurisdictions?

Three mayors. Sherwood, Cornelius, and Forest Grove.

And what did they say? I'll listen to that. What are they saying?

I haven't had the conversation yet. Some of this is secondhand from one mayor to another, but the concerns are around the centralized collections and this commitment around the general fund. The centralized collections part, they want the opportunity to see progress and to build some confidence and trust that that's moving forward in the way that they understand hopefully that it will, but they're skeptical, I think I would say. And then the other is around the general fund commitment.

I think what we should advise other electeds to do when they have concerns is to email the full board so that we are aware of some of their concerns because I'm not hearing and I'm very comfortable to move forward and then for you to report back if you have any, like if there was some concern, you know, so. I think Commissioner Willie and Commissioner Snyder asked the mayors to put it in writing and to send it to the full board. I know that's what I do when I get concerned, is put it in writing and send it to the full board so that we can navigate this. But for me, the two questions you posed and the amendments in the reds, we've all read them. It's in what's published. I'm ready for the May 26th because the timeline you have is June 30th as you laid out. So we need to get it signed. I think I voted for those levies and I don't want any of the libraries that I use to have no funding. So let's get it going.

I think you also have to start detailing out what happens as of July 1st. What are the real impacts of not having these IGAs because This project, the projects on governance and on collections has all been in the mix over this very involved three years. And for mayors to start expressing grandiose opinions this late in the game is really disingenuous and has an impact on a thing called the cooperative. And we have had far too many work sessions about this whole governance and the whole centralized collection than really is worthy to continue based on the lack of information and the lack of engagement that I think mayors have made And the relationship between mayors and their library staff is a question in my mind for things to be coming out so late in the game.

I'm not sure I have an agreement with late in the game because they have been complaining to us for the last three years about MSTIP and WCCLS haircuts. and asking us for to make commitments that we couldn't make. And now we are at a point where contractually.

It's in writing.

That's right. It's in writing and it's either done or not done. And so it's kind of like we're just in union negotiations. We're here and you're there and we got to find a spot where everybody comes together. And if we hold the checkbook hostage, well, so be it. Because, I mean, we have commitments we have to make as well. And we've said all along that the IGA has to be signed before we distribute money. Now, what if six or seven libraries sign the IGA? Do we give them money and the rest of them we don't? I don't know.

Wait a second. It isn't as simple as just holding the money. In my briefing, staff has let me know there are issues, just like Marnie talked about here and represented here, about the personal information, the IT infrastructure, that if the IGAs aren't signed by July 1st, we have real legal liabilities and risks. So that's where I'm concerned because the county gave up time in the timeline on the negotiations so that city staff could work with their city attorneys and their city councils on the IGA. And through our staff, we're at the bare minimum that we need to move forward to act on the IGA. So it's not a matter of just negotiating over the distribution of funds. There's real infrastructure behind the library system that is put at risk as of July 1st without signed IGAs.

And Marty, would you help us understand the two separate pieces of the IGA? So that to Jason's point, because I think that that's part of this situation too.

So to my knowledge, there isn't concern over the governance agreement, which is the permanent agreement, because that really focuses on what's in that. So that really focuses on things. I thought we had a slide, but that really focuses on things like what is the role of the WCCLS executive committee? What is the role of the library director's leadership group? It's sort of like bylaws. Decision making is really. Yeah. How do we make decisions together? What decisions does Lisa make? What decisions does the board make? How the cooperative works. Yeah.

I just. Yeah, and there's a good point generally agreement there. The other piece is about the funding and the operating operational piece, including IT collections.

Yes. And I also just wanted to bring up that the current, that the operating agreement does have dispute resolution language in there. So just to add another layer, there is dispute resolution language. So I suppose even if it's signed in the future.

So could you call out which section of the operating agreement? We all have the packet. We all have electronic devices. Can we look at that section and talk about what the dispute resolution process is all about?

I want to ask the question again about whether this conversation should be happening in open session. It occurs to me that we're doing a lot of legal work here in negotiating or discussing negotiating.

So thank you, Commissioner. I WOULD RECOMMEND AND ADVISE IF WE'RE GOING TO GET INTO SPECIFICS ABOUT OUR POSITION ON DETAILS OF THE AGREEMENTS, AGAIN, BECAUSE WE ARE PARTY TO THIS AGREEMENT WITH OBLIGATIONS AND LIABILITIES THAT WE DO THAT IN EXECUTIVE SESSION. OF COURSE, THAT IS A PRIVILEGE THAT'S HELD BY YOU ALL, SO IF YOU WANT TO DO THAT IN OPEN SESSION, THAT'S UP TO YOU, BUT THE ADVICE OF COUNCIL WOULD BE WE DO THAT IN EXECUTIVE SESSION. IF WE WANT TO CONTINUE TO TALK ABOUT, YOU KNOW, THE BROADER POLICY DIRECTIONS, THEN that's perfectly good discussion for today.

I would like to allow us to have the opportunity to talk about the facts that are in our current meeting package.

Yeah, the dispute. Marnie, yesterday when you went over the dispute, I thought that was really, and I think I will be honest, I read it, but I think until you called it out, the needy part of the dispute I didn't really connect the dots. So I don't I say that to ask the question if the city leadership and are aware that there is down the road, an opportunity to have that conversation, instead of now, like, let's get our ducks in a row, let's sign these things. And in the event that you still have interpretations, this is about until you pointed out to laid out like that, for me, I don't think I made the connection myself, even though I read in detail. So I wonder if there's an opportunity to engage with the city at that level of sort of like, hey, you realize what's happening. Zoom out. Here's the big picture, kind of. Have you had that conversation? Are they aware of this?

We did at the last meeting. I think it was May 8th. Yeah. With the WCCLS executive committee, we did walk through the dispute language, and we walked through this new language that we're suggesting around the board's commitment to general fund. So I think that they know that it's... Staff knows. Staff knows. Correct. Okay.

Because it gives you an opportunity to zoom out, you know, instead of the immediate instant wins people are looking for, it gives an opportunity to zoom out and really, so I think that was a sort of a good aha I had with you. So perhaps if other electeds have some concerns and they put it in writing, then perhaps we can address it. But it's hard when you don't have disinformation from electeds in writing, and then it's secondhand over secondhand.

And I would say staff and in many instances, but not all, the city attorneys also have reviewed these two sections. And what do you think that means? They're okay with it or what? We have not heard from city managers or... CITY ATTORNEY SINCE THE MAY 8TH MEETING. AND WE SENT THE REVISED DRAFT THAT FOLLOWING TUESDAY. AND WE HAVE NOT HEARD FEEDBACK OTHER THAN WHAT WE WERE HEARING, THE FEEDBACK FROM NOW FROM MAYORS. SO WE'RE HEARING THAT ALL SECOND AND THIRD HAND.

NEW SPEAKER SO WHAT SECTION IS THE DISPUTE RESOLUTION IN THE OPERATING AGREEMENT?

NEW SPEAKER 17.4. Thank you. There's also another IT-specific dispute section in Section 9, but I don't think that's what we're talking about. But if there's issues with data protection or infrastructure, that's Section 9. And then for everything else, 17.4. Thank you, Lisa.

So for the packet that's 126 pages, it would be on page 112. Thank you. Cooperation Process for Addressing Issues. It's not titled Dispute Resolution.

It's 52-1-1-1-1-1-1-1-1-1-1-1-1.

Where is the funding distribution? 16. Oh, the methodology or just the straight numbers? Both. Both. The methodology is 16.3. And then exhibit something. I DON'T WANT TO SAY THE WRONG ONE. JUST ONE YEAR. EXHIBIT C HAS THE FIRST YEAR. AND THAT REPRESENTS AN OVERALL 18% INCREASE IN ALLOCATIONS ACROSS THE BOARD TO LIBRARIES.

SO 14 17.4.2 TALKS ABOUT THE LIBRARY LEADERSHIP GROUP AND THE EXECUTIVE BOARD. And so the method for issue resolution continues to rely upon what you've been doing with us of executive board members have a staff representative generally, and it's incumbent upon that relationship to continue to their elected boards. So if it can't be resolved collaboratively, it may be elevated to the county administrator, or if necessary, to the Board of Commissioners for guidance consistent with existing governance roles.

So if I look back at the policy questions, I think the purpose of this meeting today, the first one was what feedback does the board have for the staff on the agreements? And I think what you're hearing from several of us is concern about the willingness of a fair number of cities to sign on. That's the first thing. And then the second thing is, do we direct the staff to return with an action item on May 26 to authorize the signature process? So what you're asking there is for us to authorize for you to execute the IGAs with the cities asking for their signature and whether or not they sign on remains to be determined. Is that correct? Correct. Okay.

We need everybody on the same timeline, right? We can't have some on five-year and some on one-year?

No, it's a levy. I would recommend you don't. That would be very hard to administer.

I'm just asking the question, making sure every stone is turned over. Nor would that be considered with a cooperative.

Yeah, consistent with a cooperative where we're all agreeing to operate.

And I think that's the other challenge is that negotiating separately with cities is inconsistent with the idea of a cooperative. If Cornelius wanted something different.

This is really kind of calling into the question of whether this is a cooperative or not.

Correct. Yeah. Correct. Which goes back to Mayor Beatty's question long ago before the process that led up to the levy referral. She didn't want to leave things as the leadership team and the executive team. She was advocating for, in her words, a WCCO. WCCC equivalent, but for libraries. And I said, but this is a co-op. My answer to her was this is a cooperative. If you want to change the nature of the cooperative, you have to work with your peers and sell it and get the whole cooperative change. That didn't happen. And we continued to move forward. with the levy proposal. And for this operating agreement, the exhibit C that Lisa talked about, the first year, and exhibit D, the methodology for the funding allocation, along with section 16.3.2.1, absent the orange text that I have a hard time committing, future boards to, I don't think I legally can, are the exhibits that we had as part of the levy referral. So I can stand by the draft text of the agreement and these exhibits. My only difficulty is that orange commit language. I get to the hope That's what I would hope they'd be able to do, just like we've hoped all these years for the general fund transfer for MSTIP.

So if we were to vote yes on this today, and you proceed and don't get four out of the cities to sign, What happens after that?

So I think that that is a question we would have to work with county council on because it is, there's a commitment to distribute the levy funds. And so I'm not, but we can't necessarily do that without an IGA in place. So I think it would be held. until we came to some kind of conclusion. I asked that question yesterday in my briefing, but I shouldn't be answering it.

And I said, you at least have to come back to us with a plan.

Because it's kind of weird when you think we're talking about a whole pie, but we're signing individual IGAs with the members. But that's the way it's always been. I understand that. And it's existed in the past because we didn't have the level of funding issues that we have today. No? I wouldn't go that far. Okay. Well, anyway, so my question is, I don't know what happens next. And I need to know that so that I can tell you if May 26th is the appropriate date.

Right.

I can't imagine any city because what is the composition of the council members is in one mayor and six councils each city? Is that number seven? Some are five. So I can't imagine if the entire body became aware because I think they would have to make consensus. And I can't imagine withholding, say, in no library because the responsibility falls on that body. And I think we would have to. I know you called out the county council, but I would say the communication department too for the county to let residents know that this is happening, not on our, because I want to know that my city that I live in doesn't want to sign something, money that I voted for, that I was convinced that this is the services that I get. So we would have to communicate that part. And I think, I don't think it's gonna get to that. I laid that out to say that I don't see any, I'm in a closed bubble in Beaverton, and I can't see that happening. Imagine councils that have five. So I don't think we will get there. The two big cities, I don't see that happening. And then smaller cities are even easier to communicate. So I don't think we should, worst case scenario, I don't see that happening. But it's good to plan it. And I think we talked about it in my briefing as well yesterday. And I think you are thinking about it and you are cooking a plan. But I don't think we should scare anybody and say their cities are going to not accept money that their residents voted for.

And we're, yeah, thank you, Commissioner Frye. We're not, we're not, trying to frighten anybody. We're not trying to threaten any cities. I think if there was a short-term delay in being able to sign the IGA because of meeting dates or times that we do have some remedies that we have talked about that we would be able to put in place, but that is really for a very short term, two weeks to four weeks, not months. And I think we have to be careful with not framing that as an opportunity to negotiate something separate for your city. But there is, so we do have a remedy if there's some kind of short-term delay in signature that we have talked with Tanya about. And I think there's still risk, but we would feel comfortable moving forward to just give people time to actually just get meetings scheduled and get things signed.

And in all fairness, I will say that in the cooperative agreements, you do have a termination language, which gives the very entity we're talking about to actually terminate the contract. So I assume there is some remedies.

That would be under the current agreement. They would let it expire. I'M SUPPORTIVE OF THE ORANGE LANGUAGE. I KNOW IT'S OR WHATEVER WE'RE CALLING IT, THE ADDITIONAL ORANGE RED LANGUAGE. I REALIZE THAT IT IS ABOUT ABSOLUTELY AS FAR AS WE POSSIBLY CAN GO. THE ONLY REASON I'M WILLING TO SUPPORT IT IS BECAUSE IT HAS THE WORD BASE SERVICE LEVEL. AND I FRANKLY THINK THAT WE'RE GOING TO HAVE TO DO THAT ANYWAY. THAT'S SORT OF WHAT WE COMMITTED TO THE VOTERS. SO I'M OKAY WITH THAT LANGUAGE IN. I actually prefer the five-year agreement and I'm supportive of that. What I'm concerned about is whether that's realistic or not with some of the partners and maybe we'll just have to see where that lands. I'm willing to consider a shorter agreement if it meant unanimous support and then work in the interim to try to resolve the remaining issues similar to kind of what we went through with the state in behavioral health in the last year.

Another question. If they say, I'm not in disagreement with Commissioner Snyder, but say we get to this point and two cities have not signed and we don't provide the funding for those two cities moving forward, would they, once they do, if they do engage, get the back money there?

I think it's probably a legal question, but I would say they would.

The funding allocated, this is what's difficult about this is moving forward with some and not others. But our intent is the methodology and the allocations are set forward and we're not tinkering with that stuff. It is there.

And it's Their city taxes are their city taxpayers. We are the only one who shares all of their districts.

I think the other thing is the funding allocation is tied really to the service boundary and to the levy starting with July 1st. It's not necessarily It's not necessarily like a 12-month or it's not based on a monthly allocation or some sort of time-bound allocation.

I would like to go back to the slide that has section 6.3.2 subparaphrased because, and I understand this isn't the exact wording of the page that I printed. I think a couple of things have been conflated here because I've heard the conversation being several references earlier about the AV and what happens to the AV. This levy was constructed to talk all about the base funding, the base service level. And I was very comfortable with our commitment towards working to funding the base service level. Because that is the big change in this levy period of advancing the prior funding commitment that not enough people understood and wasn't based upon any performance level. So I think this whole language about the county is committed to, allocation of, blah, blah, blah, doesn't add value. I think what's important is the part there that talks about we have a shared commitment in this levy cycle to achieve that to support the base service level. That's what we really strove to deliver on for this levy. We spent a long time engaged in collaborating with one another on that base service level. And I'm concerned that the remainder of that sentence with the understanding that projected that it's really getting away from the focus on we're really working hard to advance the service across all of the partner libraries and across the community for this common base service level. And I thought we made that commitment as part of the levy proposal. And we have to keep working together on future boards have to keep working with the city partners on what the realities they face year over year over year. Some people don't like change at all. There are some mayors that wanted to stick with the old distribution because it worked to their advantage. Other communities didn't because it worked to their disadvantage. And I feel like we're being asked to rehash that all over again. And so I just wanted to get us back to focusing on this, what we worked on for this referral of getting the base service level and that you worked out some additional cost savings across the system through the proposed centralized collection.

So if this language is important to our partners, can you support having it in there with the base service level language or can you not support it?

My problem is one that it says commit because the commitment, I'm committed to the base service level, but I'm worried that other people are interpreting this as some guarantee about how AV is always thought of and distributed. because if there's a portion of AV that is available that isn't needed for that base service level that a future board needs for some reason, then they need to have the ability to go figure that out.

I agree, and if it said AV and the scenario you just described, I would have difficulty supporting it too, but The way it's written, I feel like I can, but it's as far as I can go. I just wonder where...

I understand in terms of the way it's written, but the way this discussion referred to it earlier, it's all about AV. And that was, I believe, a projection of interpreting what other people may say. And there's some value in that. BEING MINDFUL OF IT BUT AT THE SAME TIME THAT'S NOT WHAT THESE WORDS ARE TRYING TO GET TO. SO THAT'S WHERE.

NEW SPEAKER I HEARD THE WORD AV MULTIPLE TIMES FROM MAYORS AND I DIDN'T USE IT A SINGLE TIME SITTING HERE BECAUSE I WAS NOT WILLING TO ADVOCATE FOR THAT BECAUSE I DON'T THINK THAT'S THE APPROACH THAT WE CAN TAKE. I DID HEAR OTHER PEOPLE SAY IT BUT I WANT TO ACKNOWLEDGE I HEARD IT AND I DID NOT REPEAT IT BECAUSE FROM MAYORS BECAUSE OF THAT.

NEW SPEAKER I ALSO NEED THERE IS TEXT IN BLACK ABOVE THAT. BUT THIS IS WHERE I NEED TO GO TO THE EXHIBIT D TO MAKE SURE THAT WHAT WE'RE LOOKING AT IS CONSISTENT FOR THE BASE SERVICE LEVEL. AND EXHIBIT D DOES TALK ABOUT BASE SERVICE LEVEL.

Pretty generally, though, I found it in here now. I can't find it again, but it's pretty general. I expected more specificity. If we're going to use it as a benchmark word, then it has to be pretty specific.

It is defined in the agreement.

What is that? I read it, and now I can't find it.

I came upon it, too.

Your board, I... You know, these are really good questions, and staff wants to provide the answers you're seeking. I would like to offer that we consider coming back in executive session next week so we can have a more specific, detailed conversation about... I have a different...

Okay. Well, that may still be useful for us, but what I think is important is that we ensure... all of these mayors and city councilors who are saying they have doubts, they actually read the text of the agreements. Because it's important. These things are called out. There are these exhibits in there. Because you're right, Commissioner Snyder, as you point out what that red languages. And you're right. I can commit to support the commitment to support the base service levels with the understanding. I am comfortable with that. What I'm not comfortable with is it being misinterpreted.

The assertions that it means something different.

Exactly. So thank you for helping me figure that out. So, so, but, Wasn't May 26 offered up as, I know you tend to set us up as the last to sign it, but weren't you suggesting that we take a board action on the 26th? Yes. And remind me what that action was.

The board action would be to approve the IGA so that we can send it out as final. signature and then we would sign it based on your approval okay okay back to the policy questions we haven't done the round robin and i would just say may 26th is four days before june or just one month before the june 30th deadline sorry FOR WEEKS, THAT'S WHAT HAPPENED.

NEW SPEAKER, DID YOU FIND YOUR BASE SERVICE LEVEL STUFF? NEW SPEAKER, I DID. I'M STARTING SECTION 10.

NEW SPEAKER, COURTNEY, COULD YOU FINISH YOUR THOUGHT AROUND THE EXECUTIVE SESSION?

NEW SPEAKER, JUST SO WE COULD HAVE MORE CANDID AND PRIVILEGED CONVERSATIONS ABOUT OUR INTERPRETATION OF THE TERMS AND OUR POSSIBLE RESPONSES TO OTHER LEGAL ARGUMENTS.

NEW SPEAKER, WE CAN DO THAT IN THE MORNING. We can. You are also all currently scheduled for budget committee meetings tomorrow and on Friday. If you wanted to, you could spend a couple of hours in executive session on Friday.

We could give the thumbs up for the May 26th, but still have a discussion.

So you're anticipating that Friday's budget meeting is not going to go all day?

I am anticipating it will not go all day. I was hoping we wouldn't need it at all. I was thinking it wasn't going to happen.

Yeah, because there are other meetings people are missing. Where we've gotten so far.

Yeah. So you have time on your agenda. You don't have to use it. It's just an option.

Well, what I wanted to remind myself of is May 26 is an evening meeting, right? So one of these days, we already had a work session starting at 1 p.m.

We have a joint work session. Oh, no.

Oh, with the fair board.

Fair board. But that's at 2 o'clock.

No, that is at 1 o'clock. That's the 1 to 2. And then we have a work session that starts at 2.

Okay. I've got it two places. I've got a 1 o'clock hold for a joint meeting and at 2 o'clock the joint fair board.

Let me put this on the mic. What I announced today was 1 o'clock with the fair board. And that's what I was saying a minute ago. And then a 2 o'clock work session.

If we're going to put it on the May 26th agenda and have a separate discussion anyway, I don't think that discussion has to happen next week. I don't know that it's as timely as that. We're not even going to know where we're at with what cities have responded with.

You're saying not on the 26th?

No, I'm saying we could put it on the agenda for the 26th with whatever terms we all agree to and still have the legal... discussion that we should have so we're prepared for what might happen later in June. But I just don't see how it has to happen next. The legal part has to happen next week.

Yeah. Well, but I wanted to hear the round robin of more than just one or two people. I'll be quiet now. No, you start. Let's start over. Let's start over with the whole... roster and we'll just start at that end of the table. So there were two policy questions. Okay, where are you with those two?

Yeah, so the feedback I've given has been quite a bit. I support the language that was added, but I'm not willing to go any further. Other feedback would be that I and support the five-year agreement, but would prefer if we can't get to unanimous support, then I'm willing to consider a one-year while we try to work things out with our partners in a cooperative arrangement. I don't prefer that, but I can live with it. And I don't know that I'm okay with coming back with the agreement on the 26th. Mipisa? And I'd like to have the legal conversation.

Thank you, Chair. I don't have any more feedback, Marnie. You guys are doing great.

So you were fine with the proposed?

I'm okay with the materials you presented. So I don't have any further feedback. I think one thing that was said, and I don't know if it was said again, but one of the slides, the language is incorrect. The red language, so you'll fix that. I think multiple times we referenced that. And then does the board direct staff? Yes. Come back. I don't.

I'm comfortable with the feedback I've provided. I also believe that I like the addition that in the orange, red, whatever the spectrum of colors is there.

The what was actually published versus what was paraphrased in the slide.

Yes. Yes. But I think the word base needs to be added.

It's in the actual. It's in the actual.

We'll correct the slide to be exactly what's in the IDA and republish it.

Thank you. And I'm okay with the 26th. BUT I DO WANT THE LEGAL, I WANT THE EXECUTIVE SESSION, AND DEPENDING ON WHERE WE GET, FIVE YEARS IS THE HOLY GRAIL, BUT WE'LL HAVE TO CONSIDER OPTIONS IF WE CAN'T GET THERE.

NEW SPEAKER I AGREE WITH WHAT'S BEEN SAID. I CAN END THAT WITH JUST SAYING I AGREE. But in the interim from today until next Tuesday, are you going to be having conversations with the cities about this verbiage?

The cities have received, are you talking about the orange verbiage? Yes, the cities have received that. We had conversation on May 8th and then on that following, which was a Friday, on the following Tuesday, They received that language in writing, where it was called out both in an email as well as track changes on the actual document.

And their response was?

We have had no response from city managers.

The response was a bunch of mayors calling us.

The response was mayors.

So, then, are you going to follow up between now and next Tuesday to say, okay, we sent you that? We need a response.

From staff.

Somebody with authority.

I think what staff, staff will sign the agreement or not at the direction of their mayor and council. We're happy to follow up and say that we've heard from some mayors and ask them, but I don't think that they would give us a position that's different than their mayor's position.

I'm not sure. Sorry if I'm not... You've got to get to a decision maker here.

That's the problem. The decision makers are the mayors and councils, just like you're our decision maker. We don't get to sign it.

Okay, so we should be talking to the mayors.

Yes.

Okay, so are you going to be talking to the mayors?

That's the rub. Staff usually only talks to staff and relies upon city staff to communicate to their elected officials and... We've heard pretty late in the game from elected officials. You heard from them today. Jason heard, I don't know when. Yesterday. Yesterday. So the packet's been published since last Friday at least.

We're happy to send out an email asking to make sure, do their elected officials have any questions that were AVAILABLE, BUT THAT'S KIND OF AS FAR AS WE CAN GO.

IF PHONE CALLS ARE TO BE HAD, ELECTED TO ELECTED, WE'RE THE ONES THAT HAVE TO DO IT.

NEW SPEAKER THE OTHER THING YOU COULD DO IS REFER, LIKE IF ANYBODY'S HAVING QUESTIONS ABOUT WHAT THE BOARD THOUGHT I'D BE REFERRING THEM TO THIS, THE VIDEO OF THIS SESSION, THEY CAN GET AN EARPHOLE.

And Lisa does, after every board work session, Lisa sends out an email recapping and giving them the link to watch.

So send that out and then forward it to us. So Jerry, where are you at with regard to?

I'm good.

May 27th. Okay. And you'd appreciate the exact session too. I'm in the same place. This conversation really helped me understand delay of the land. And I am not open to a one-year agreement. It's five-year or not. And yeah, I'm all for an executive session. But I think we've also got to look at the scheduling of that with all the other topics that are on there. Okay. Thank you for the extended conversation. It's been the culmination of multiple years worth of work. So we will move on. I now figured out why I don't have that final sheet because I gave it back to staff to illustrate. Thank you. So we're going to move to executive session, which means a lot of people have to leave the room. And I would ask for a motion to adjourn to EXECUTIVE SESSION PURSUANT ORS 192.660 SUB 2 SUB F FOR THE PURPOSES OF EXEMPT RECORDS, BUT DON'T LEAVE. JUST SOMEBODY MAKE THE MOTION IN A SECOND. SO MOVE. SECOND. THANK YOU. I WOULD ALSO ADVOCATE THAT WE TAKE A SHORT BREAK. IS FIVE MINUTES ENOUGH? OKAY. We're going to, we have a motion and a second. All those in favor, please vote by raising your hand or saying aye. Thank you. Any opposed? The motion carries unanimously, five to zero. And we will convene the executive session at 2.35 on that clock.