CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO BOARD APPROVAL MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE December 19, 2019 The Regular Meeting of the Board of Directors of Connecticut Municipal Electric Energy Cooperative (“CMEEC”) was held on Thursday, December 19, 2019 at the CMEEC offices located at 30 Stott Avenue, Norwich, CT. The meeting was legally noticed in compliance with Connecticut State Statutes and all proceedings and actions hereafter recorded occurred during the publicly open portions of the meeting. The following Member Representatives / Alternate Member Representatives / Municipal Representatives participated: Groton Utilities: Jeffrey Godley, Esquire, Keith Hedrick Groton Municipal Representative: Mark Oefinger Norwich Public Utilities: Christopher LaRose, Stewart Peil Norwich Municipal Representative: David Eggleston Bozrah Light & Power: Scott Barber, Richard Tanger, Ralph Winslow South Norwalk Electric and Water: David Westmoreland (via telephone), Paul Yatcko (via telephone) Third Taxing District: Kevin Barber Third Taxing District Municipal Representative: Pete Johnson Jewett City Department of Public Utilities: Louis Demicco, Kenneth Sullivan, Richard Throwe Jewett City Municipal Representative: George Kennedy, Esquire The following CMEEC Staff Participated: Michael Lane, CMEEC CFO and Interim CEO Robin Kipnis, Esquire, CMEEC General Counsel Bella Chernovitsky, CMEEC Director of Business Intelligence Justin Connell, CMEEC Director of Sustainability and Services Michael Cyr, CMEEC Director of Portfolio Management Michael Rall, CMEEC Director of Asset Management Gabriel Stern, CMEEC Director of Technical Services Scott Whittier, CMEEC Director of Enabling Services Margaret Job, CMEEC Executive Assistant and Paralegal Ellen Kachmar, CMEEC Office and Facilities Manager Others in Attendance: David Silverstone, Esquire, Municipal Electric Consumer Advocate Bradley Svalberg, CMEEC Treasury Consultant Debora Goldstein, South Norwalk Resident (via telephone) Ms. Job Recorded. Chair Kenneth Sullivan called the meeting to order at 10:01 am. He stated for the record that this meeting is being held via telephone and in person at the CMEEC offices located at 30 Stott Avenue, Norwich, CT. Standard Agenda Items A Public Comment Period No public comment was made. B Conduct Voting Roster / Roll Call Ms. Job conducted roll call identifying the formal voting persons at today’s meeting. Chair Sullivan confirmed a quorum was present. C Approve Minutes of the Annual and Regular November 21, 2019 Board of Directors’ Meeting A motion was made by Norwich Municipal Representative David Eggleston, seconded by Member Representative Louis Demicco to approve the Minutes of the Annual and Regular November 21, 2019 Board of Directors’ Meeting. Motion passed unanimously. 19-12-01 D November 2019 Objective Summary Review Michael Lane, CMEEC CFO and Interim CEO, provided a high-level overview of the exceptions noted in the objective summary dashboard report provided to the Board in advance of today’s meeting. He reviewed each line item that reflected a deviation from established target value for the month and year to date, providing an explanation of the variance. He explained that the Regional Competitiveness Deviation to Benchmark TMR view realized a strong month for November and is projected to remain strong through year-  end. He stated that Deviation to Benchmark R9 View came in at 11% vs. an annual average target of 13% and year-to-date comes in at 14% which is slightly above the target of 13%. Year-end is currently projected to be 14% as energy hedges have been put in place for the remainder of the year. He stated that total Non-Net Fuel Operating was below budget due to timing of expenses in office expense and outside service categories as well as budgeted non-fuel operating and maintenance for Pierce and MicroGen. He added that projected year-end is estimated to be approximately 8% below budget due to delay in Subase fuel cell project, savings in maintenance for Pierce and MicroGen, salaries, employee benefits, office and non-bond funded depreciation expenses. Mr. Lane reported that the CMEEC investment portfolio realized a strong performance for November. The roll-over of low coupon to high coupon securities last spring has resulted in positive full year credits. E November 2019 Project Portfolio Performance Michael Rall, CMEEC Director of Asset Management, provided a high-level review of the Project Portfolio performance. He stated that the project portfolio realized a good month overall. MicroGen project came in above budget. He explained that run time for the units was minimal meaning that fuel costs were down for the month. He stated that Pierce also realized a good month resulting from a cost recovery from ISO New England stemming from the dual-fuel audits. He added that CMEEC receives cost recovery from ISO New England when a dual-fuel audit is conducted. Mr. Rall explained that Community Solar Garden November actual net benefit was higher than budget due mostly to higher than budgeted peak load reduction during the month of October. Peak hour in October was at hour 15 realizing a 4.1MW peak load reduction versus a 0.0 MW budget. Upon inquiry by Member Representative Richard Tanger about the status of the Fuel Cell project at the Subase, Mr. Rall explained that underground work is completed and that this week concrete is being poured for the pad for Unit #1. He added that equipment will be delivered during the first full week of January and the second unit will follow shortly after. F November 2019 Energy Market Analysis Michael Cyr, CMEEC Director of Portfolio Management, provided a high-level review of the Energy Market Analysis for November. Mr. Cyr explained that actual loads came in at 583MWh higher than budget at 66,607MWh. He added that CMEEC was 91% hedged for November. Actual Energy cost was $1.02 / MWh lower than budget with an actual cost of $36.13 / MWh. Weighted average energy cost at LMPs was $29.43 / MWh for November and Actual  Average Hub Daily DA LMPs were $32.30 / MWh, ranging from $19.72 / MW h to $56.71 / MWh. Henry Hub Gas price was $2.60/MMBTU for November which was $0.09/MMBTU lower than budget and ranging from $2.35 to $2.84/MMBTU. Algonquin Citygate Gas price for November was $3.25/MMBTU which was $1.31/MMBTU lower than budget and ranging from $1.96 to $6.39/MMBTU. Mr. Cyr added that gas pricing remains low. West Texas Intermediate Oil October Settlement price was $53.96/Barrel which was $2.99/Barrel lower than previous month. Mr. Cyr explained that the Forward Capacity Auction Clearing Price was $7.03/kW-Mo for November and the Actual Net Regional Capacity Clearing Price was $7.14/Kw-Mo which was $0.05/Kw-Mo higher than the previous month. Mr. Cyr pointed out that consistent with previous months, CMEEC made purchases in compliance with its Risk Management Policy. He stated that in the months leading to November, CMEEC purchased 35 MW at $31.7/MWh in compliance with the Risk Management Policy minimum volume targets. He added that the price for the spot energy budget was $33.94/MWh. He added that within the month of November, CMEEC made no additional purchases of resources, sold no excess resources and made no physical call option with the MicroGen fleet. He noted that ISO New England expects the region to have the necessary resources this winter to meet customer demand under both normal and extreme temperatures. He added that consumer demand is expected to peak at 20,476 MW under normal weather conditions or 21,173 MW at extreme temperatures. G Audit Committee Report Member Representative Kevin Barber, Chair of the Joint CMEEC / CTMEEC Audit Committee, explained that the Audit Committee met on December 9, 2019. At that meeting, Blum Shapiro, CMEEC’s auditors, presented their audit plan for the 2019 audit. He also explained that the Committee reviewed the Special Committee Recommendations assigned to the Audit Committee. He added that there were two outstanding items to complete. Those items being the exceptions to the Travel Policy that was adopted on May 23, 2018 and review of the policy for approval of CEO travel expenses in connection with the Travel Policy. Member Representative Barber drew the Board’s attention to Tab 3 of the meeting materials explaining it is a memo from Mr. Lane to the Audit Committee which was reviewed at the December 9, 2019. The memo outlined the steps CMEEC has taken to address the recommendations of the forensic examination completed on December 21, 2018. Member Representative Barber stated that the Audit Committee recommends that the Board accept the actions taken by CMEEC in response to the recommendations of the forensic examination as described in the memo at Tab 3. Mr. Lane added that the Audit  Committee recommends that the Board also approve the internal audit mechanism recommended by David Silverstone, Esquire, Municipal Electric Consumer Advocate, detailed on the Special Committee grid also found at Tab 3 of the Board materials provided in advance of today’s meeting. Chair Sullivan entertained a motion to approve the actions taken by the Audit Committee as detailed in the December 9, 2019 memo to the Audit Committee from Michael Lane. A motion was made by Groton Municipal Representative Oefinger, seconded by Third Taxing District Municipal Representative Pete Johnson to approve the actions taken by the Audit Committee in the memo to the Audit Committee from Michael Lane dated December 9, 2019. Motion passed unanimously. 19-12-02 Chair Sullivan entertained a motion to accept the internal audit recommendation made by Attorney Silverstone as identified on the Special Committee grid provided to the Board in advance to of today’s meeting. A motion was made by Member Representative Christopher LaRose, seconded by Member Representative Jeffrey Godley to accept the internal audit recommendation made by Attorney Silverstone as described above. Motion passed unanimously. 19-12-03 H Resolution and Vote to Approve CEO’s Employment Agreement Effective January 6, 2020 Robin Kipnis, Esquire, CMEEC General Counsel, explained that the resolution contained language with respect to Mr. Meisinger’s winding down of a consultant practice. She added that the language includes approval of a six-month wind down provision. A motion was made by Member Representative Barber, seconded by Member Representative Godley to approve the CEO Employment Agreement Effective January 6, 2020. Motion passed unanimously. 19-12-04 I Proposed Executive Session Chair Sullivan entertained a motion to enter Executive Session to discuss the following topics: 1. Compensation Committee Report: Performance Evaluation of Interim CEO in accordance with Connecticut General Statutes Section 1-200(6)(A); and 2. General Counsel Report on Pending Litigation: Employment Arbitration in accordance with Connecticut General Statutes Sections 1-200(6)(B) and 1- 210(b)(4) A motion was made by Member Representative LaRose, seconded by Member Representative Demicco to enter Executive Session. Motion passed unanimously. 19-12-05 The Board entered Executive Session at 10:28 a.m. with instruction to re-enter Public Session at the completion of the Executive Session discussion. Only Members of the Board of Directors remained for discussion item 1. Mr. Lane was offered the opportunity to attend but declined. The Board entered Executive Session at 10:28 a.m. Mr. Lane and Ms. Kipnis returned to Executive Session for discussion item 2 at 10:40 a.m. The Board re-entered Public Session at 11:16 a.m. Chair Sullivan entertained a motion to approve a 7.5% bonus for Michael Lane for duties performed as Interim CEO. A motion was made by Member Representative Godley, seconded by Member Representative Demicco to approve a 7.5% bonus for Michael Lane for duties performed as Interim CEO. Motion passed unanimously. 19-12-06 There being no further business to come before this Board, Chair Sullivan entertained a motion to adjourn. A motion was made by Member Representative Richard Tanger, seconded by Member Representative Keith Hedrick to adjourn the meeting. Motion passed unanimously. 19-12-07 The meeting was adjourned at 11:17 a.m. Exhibit A  SUBJECT TO BOARD APPROVAL MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF CONNECTICUT TRANSMISSION MUNICIPAL ELECTRIC ENERGY COOPERATIVE December 19, 2019 The Regular Meeting of the Board of Directors of Connecticut Transmission Municipal Electric Energy Cooperative (“CTMEEC”) was held on Thursday, December 19, 2019 at the CMEEC offices located at 30 Stott Avenue, Norwich, CT. The meeting was legally noticed in compliance with Connecticut State Statutes and all proceedings and actions hereafter recorded occurred during the publicly open portions of the meeting. The following Member Representatives / Alternate Member Representatives / Municipal Representatives participated: Groton Utilities: Jeffrey Godley, Esquire, Keith Hedrick Groton Municipal Representative: Mark Oefinger Norwich Public Utilities: Christopher LaRose, Stewart Peil Norwich Municipal Representative: David Eggleston Bozrah Light & Power: Scott Barber, Richard Tanger, Ralph Winslow South Norwalk Electric and Water: David Westmoreland (via telephone), Paul Yatcko (via telephone) Third Taxing District: Kevin Barber Third Taxing District Municipal Representative: Pete Johnson Jewett City Department of Public Utilities: Louis Demicco, Kenneth Sullivan, Richard Throwe Jewett City Municipal Representative: George Kennedy, Esquire The following CMEEC Staff Participated: Michael Lane, CMEEC CFO and Interim CEO Robin Kipnis, Esquire, CMEEC General Counsel Margaret Job, CMEEC Executive Assistant and Paralegal Others in Attendance: David Silverstone, Esquire, Municipal Electric Consumer Advocate Ms. Job Recorded. Chair Kenneth Sullivan called the meeting to order at 11:17 am. He stated for the record that this meeting is being held via telephone and in person at the CMEEC offices located at 30 Stott Avenue, Norwich, CT. Standard Agenda Items A Approve Minutes of the Annual and Regular November 21, 2019 CTMEEC Board of Directors’ Meeting A motion was made by Member Representative Jeffrey Godley, seconded by Jewett City Municipal Representative George Kenney to approve the Minutes of the Annual and Regular November 21, 2019 CTMEEC Board of Directors’ Meeting. Motion passed unanimously. T-19-12-01 B Resolution and Vote to Approve CEO’s Employment Agreement Effective January 6, 2020 A motion was made by Member Representative Godley, seconded by Member Representative Keith Hedrick to approve the CEO Employment Agreement Effective January 6, 2020. Motion passed unanimously. T-19-12-02 There being no further business to come before this Board, Chair Sullivan entertained a motion to adjourn. A motion was made by Member Representative Christopher LaRose, seconded by Member Representative Richard Tanger to adjourn the meeting. Motion passed unanimously. T-19-12-03 The meeting was adjourned at 11:20 a.m. Exhibit A