CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO BOARD APPROVAL MINUTES OF THE REGULAR JOINT MEETING OF THE BOARDS OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE AND CONNECTICUT TRANSMISSION MUNICIPAL ELECTRIC ENERGY COOPERATIVE May 26, 2022 The Regular Joint Meeting of the Boards of Connecticut Municipal Electric Energy Cooperative (“CMEEC”) and Connecticut Transmission Municipal Electric Energy Cooperative (“CTMEEC” dba Transco) was held telephonically and via Zoom on Thursday, May 26, 2022 at 10:00 a.m. The meeting was legally noticed in compliance with Connecticut General Statutes and all the proceedings and actions thereafter recorded occurred in the publicly open portions of the Meeting. The following Member Representatives / Alternate Member Representatives / Municipal Representatives participated telephonically or via Zoom: Groton Utilities: Ronald Gaudet, Jeffrey Godley Groton Municipal Representative: Mark Oefinger Norwich Public Utilities: Stewart Peil (left at 11:00 a.m.), Robert Staley Norwich Municipal Representative: David Eggleston Bozrah Light & Power: William Ballinger, Scott Barber South Norwalk Electric and Water: Alan Huth, David Westmoreland South Norwalk Municipal Representative: Dawn DelGreco East Norwalk, Third Taxing District: Kevin Barber, Michele Sweeney East Norwalk Municipal Representative: Pete Johnson Jewett City Department of Public Utilities: Louis Demicco, Kenneth Sullivan, Richard Throwe Jewett City Municipal Representative: George Kennedy The following CMEEC Staff participated telephonically or via Zoom: Dave Meisinger, CMEEC CEO Robin Kipnis, Esquire, General Counsel Bella Chernovitsky, CMEEC Director of Business Intelligence Michael Cyr, CMEEC Director of Portfolio Management Patricia Meek, CMEEC Director of Finance & Accounting Michael Rall, CMEEC Director of Asset Management Gabriel Stern, CMEEC Director of Technical Services Richard Gaudet, CMEEC Energy Modeling and Performance Analyst Menglu Tang, CMEEC Lead Energy Market Analyst Heidi Winnick, CMEEC Financial & Treasury Analyst Margaret Job, CMEEC Paralegal and Compliance Specialist Ellen Kachmar, CMEEC Office and Facilities Manager Others participating telephonically or via Zoom: David Silverstone, Esquire, Municipal Electric Consumer Advocate Ms. Job recorded. Chair Kevin Barber called the meeting to order at 10:01 a.m. He stated for the record that today’s meeting is being held telephonically and via Zoom. Chair Barber requested all participants mute their devices unless speaking to eliminate confusion and background noise. He requested that those present state their name and where they are from when speaking for clarity of the record. Chair Barber introduced William Ballinger as a newly appointed Member Representative to the CMEEC Board from Bozrah Light & Power. He also noted that Scott Murphy has been appointed as an Alternative Member Representative from South Norwalk Electric & Water. Specific Agenda Item A Public Comment Period No public comment was made. B Roll Call / Voting Roster Ms. Job conducted roll call and identified voting persons at today’s meeting. Chair Barber confirmed a quorum was present. C Approve the Minutes of the Regular April 28, 2022 Joint CMEEC and CTMEEC Boards of Directors’ Meeting A motion was made by Municipal Representative Mark Oefinger, seconded by Municipal Representative Pete Johnson to Approve the Minutes of the Regular April 28, 2022 Joint CMEEC and CTMEEC Boards of Directors’ Meeting, with Member Representative William Ballinger abstaining. Motion passed. 22-05-01 D April 2022 Objective Summary Mr. Meisinger explained that Regional Competitiveness came in at 37% beating the target of 32% and coming in lower than the Regional Benchmark. He added that year- end projection is currently at the target of 30%. Mr. Meisinger explained that the drivers  for these results were solid hedging practices and project performance along with rising Eversource rates and the continuing volatility of the wholesale energy and gas markets. Mr. Meisinger further explained that Customer Fulfillment Metric came in at $98/MWh versus a target of $92/MWh for the month with year to date being $11 over the target of $107/MWh. Year-end is projected to be $23/MWh over the target of $90/MWh due primarily to the continued volatility of the energy and gas markets driven by fuel supply and demand and weather, as well as current international political unrest. E April 2022 Project Portfolio Performance Mr. Rall explained that Transmission Project #1 came in below budget due to lower than budgeted pool network peak load in March which resulted in lower revenue. He added that Community Solar Garden came in lower than budgeted for the month of April due to higher than budgeted PPA and REC expenses as a result of higher than budgeted generation. F April 2022 Energy Market Update Mr. Cyr provided a high-level overview of the Energy Market Analysis for April highlighting the results of the previous month and how they were impacted by Load, Energy costs, Natural Gas costs and Oil costs. Mr. Cyr explained mitigating actions taken and walked the Board through the other materials included in the Board Package explaining that energy price volatility affected energy market pricing. Mr. Cyr stated the uncertainty of the length of the current volatility in the markets will affect CMEEC’s hedging practices. He further explained that the Eversource’s standard service generation rate was approved for the months of July through December at 23% higher than CMEEC forecasting for the same time period. This will most likely have a positive impact on CMEEC’s Regional Competitiveness. G Member Delegation Report Member Representative Kenneth Sullivan, Member Delegation Chair, explained that the Member Delegation met on May 5, 2022 and held discussion in Executive Session related to the 2021 equity distribution. Ms. Meek added that the Member Delegation approved the 2021 Distribution Eligible Equity based on a Target Equity value of Twenty Percent (20%) which is the Membership Agreement allotment target level. She added this distribution resulted in a total of approximately $5 million that each Members determined would be deposited in their ’ Rate Stabilization Funds. H Risk Management Committee Report Review and Discussion of Possible Long Term PPA Project Alternate Member Representative Robert Staley, Risk Management Committee Chair, reported that the Committee met on May 5, 2022 and held discussions in Executive  Session related to possible modifications to the Enterprise Risk Management Policy (ERMP), possible long-term PPA project, update on the status of the temporary ERMP waiver and overview of Project Pro Formas for the existing Transmission Project No. 1 and DG projects, and for potential Utility-scale battery projects. Executive Session discussion also focused on a legal opinion on a question raised by Risk Management Committee Chair Staley related to the potential use of special purpose LLCs under certain circumstances. He also reported that there was a discussion related to Risk Management Committee Chair Staley’s proposal focusing on green energy and economic development. After discussion, Chair Barber entertained a motion to enter Executive Session to review and discuss a possible long-term PPA project and to discuss CMEEC Projects Overview. Upon inquiry, Mr. Silverstone agreed he would remain for Executive Session discussion under the terms of his Non-Disclosure Agreement. A motion was made by Municipal Representative Dawn DelGreco, seconded by Municipal Representative Johnson to enter Executive Session. Motion passed unanimously. 22-05-02 The basis for entering Executive Session is pursuant to Connecticut General Statutes Sections 1-200(6)(E), 1-210(b)(5)(A) and 1-210 (b)(5)(B). Members of the Board as well as Messrs. Meisinger, Richie Gaudet, Cyr, Rall, Stern and Silverstone, and Mses. Kipnis, Meek, Winnick, Tang, Chernovitsky and Job remained. The Board entered Executive Session at 10:37 a.m. with instructions to return to Public Session upon completion of discussion in Executive Session. The Board re-entered Public Session at 12:10 p.m. I Possible Vote on Resolution to Authorize CMEEC CEO to Enter into a Long-Term PPA Project and to Authorize an Additional Power Project Under the RPSC Ms. Kipnis walked the Board through the Resolution answering questions posed. She explained the resolution is the result of CMEEC conducting its due diligence process in seeking Board authorization to allow the CEO to enter into final negotiations and to execute the PPA for the power project in the form presented at today’s meeting. Ms. Kipnis stated that assuming the parties negotiate and sign a final PPA, it will be included with the Resolution as an attachment further describing the parameters of the Project  A motion was made by Municipal Representative Johnson, seconded by Member Representative Ronald Gaudet to Authorize the CMEEC CEO to enter into a Long- term PPA Project and to Authorize an Additional Power Project under the RPSC. Motion passed unanimously. 22-05-03 J Legislative and Governmental Affairs Committee Report Member Representative Louis Demicco, Legislative and Governmental Affairs Committee Chair, explained that the Committee met on May 12, 2022. He stated that Timothy Shea of Brown Rudnick provided an overview of Connecticut legislation of interest to CMEEC including Senate Bill 4 and Senate Bill 10. He stated that discussion included the State of Connecticut’s budget, new programs and initiatives concerning electric vehicles under Senate Bill 4, hydrogen power task force and battery storage. Ms. Kipnis reported that she provided an overview of the Infrastructure Investment and Jobs Act (IIJA) and the Connecticut Hard-to-Reach Areas with Renewably Generated Energy (CHARGE) Act. Ms. Kipnis discussed a bill related to electric vehicle rebate voucher program stating that DEEP expanded the program to lower income communities. She added that CMEEC will monitor this bill as well as SB 10. She further added that Senate Bill No. 4 (Public Act 22-25) covers electric vehicle charging stations at condominiums exempting property tax on certain charging stations and electric school buses. Ms. Kipnis added that CMEEC will work with the Department of Transportation to participate in the electric vehicle national corridor project. K MEU Roundtable The General Managers of the Members provided updates affecting their utilities. Mr. Meisinger announced that the Governance Committee will meet on June 9, 2022 and a possible Special Meeting of the Member Delegation will be held on June 23, 2022 immediately following the Regular CMEEC and CTMEEC Joint Boards of Directors’ meeting on that same day. He added that a Special Ad Hoc CEO Performance and Compensation Committee might be called in June. Mr. Meisinger also announced that two open positions have been filled and the new employees will be starting work at CMEEC in June. L New Business Chair Barber announced that Scott Murphy has been appointed Alternate Member of the CMEEC Board of Directors in place of Eric Strom who has left the employ of South Norwalk Electric and Water. He asked for a motion to appoint Mr. Murphy as a member of the Governance Committee and the Budget and Finance Committee to fill the vacancy left by Mr. Strom on both of these Committees.  A motion was made by Alternate Member Staley, seconded by Municipal Representative Oefinger to Appoint Alternate Member Scott Murphy as a member of the Governance Committee and the Budget and Finance Committee to fill the vacancy left by Mr. Strom on both of these Committees. Motion passed unanimously. 22-05-04 Ms. Kipnis provided a brief update on the criminal trial stating that post-verdict motions are being heard this afternoon after having been postponed due to Covid cases. She explained that they seek to overturn the criminal convictions. Ms. Meek explained that Fitch Ratings re-affirmed CMEEC’s and Transco’s rating at AA-. She added that the article from Fitch Ratings has been uploaded to SharePoint, the CMEEC website as well as appearing in an APPA article. She further explained that the CMEEC 2021 Annual Report has been uploaded to the CMEEC website and hard copies have been mailed this week. M Adjourn A motion was made by Municipal Representative Johnson, seconded by Member Representative Demicco to adjourn. Motion passed unanimously. 22-05-05 The meeting was adjourned at 12:29 p.m.