CT Municipal Electric Energy Cooperative CMEEC

SUBJECT TO BOARD APPROVAL MINUTES OF THE REGULAR MEETING OF THE BOARDS OF DIRECTORS OF CONNECTICUT MUNICIPAL ELECTRIC ENERGY COOPERATIVE AND CONNECTICUT TRANSMISSION MUNICIPAL ELECTRIC ENERGY COOPERATIVE September 22, 2022 The Regular Joint Meeting of the Board of Directors 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, September 22, 2022 at 10:00 a.m. The meeting was legally noticed in compliance with Connecticut General Statutes and all the proceedings and actions thereafter occurred in the publicly open portions of the meeting. The following Member Representatives / Alternate Member Representatives / Municipal Member Representatives participated telephonically or via Zoom: Groton Utilities: Ronald Gaudet, Jeffrey Godley Groton Municipal Representative: Mark Oefinger Norwich Public Utilities: Christopher LaRose, Stewart Peil, Robert Staley Norwich Municipal Representative: David Eggleston Bozrah Light & Power: William Ballinger, Scott Barber South Norwalk Electric &Water: Alan Huth, Scott Murphy, David Westmoreland South Norwalk Municipal Representative: Dawn DelGreco Third Taxing District, East Norwalk: 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 in person, telephonically or via Zoom: Dave Meisinger, CMEEC CEO Robin Kipnis, Esquire, CMEEC General Counsel Bella Chernovitsky, CMEEC Director of Business Intelligence Michael Cyr, CMEEC Director of Portfolio Management Patricia Meek, CMEEC Director of Finance & Accounting Joanne Menard, CMEEC Controller Michael Rall, CMEEC Director of Asset Management 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: Elizabeth Whitney, Meguire Whitney David Silverstone, Esquire, Municipal Electric Consumer Advocate Jeff Brining, Norwich Public Utilities Valerie Kent, Norwich Public Utilities Laura Huren, Norwich Public Utilities Ms. Job recorded. Chair Kevin Barber called the meeting to order at 10:00 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. Specific Agenda Item A Public Comment 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 Guest Speaker – Attorney Elizabeth Whitney, Meguire Whitney Opportunities Under the Infrastructure Investment and Jobs Act Ms. Kipnis introduced Attorney Whitney stating that Ms. Whitney is Managing Principal of Meguire Whitney, a government relations firm in Washington, DC. Ms. Whitney walked the Board through her slide deck highlighting funding opportunities available to the CMEEC Member Utilities under the Infrastructure Investment and Jobs Act (“IIJA”) as well as the Inflation Reduction Act (“IRA”). Ms. Whitney discussed the top ten grant programs for electric utilities in the IIJA, new grant programs and clean energy tax credits under the IRA, highlighting technology-specific tax credits, specifically production tax credits and investment tax credits. Ms. Whitney also discussed her firm’s grant-related services adding that the firm is available should any of the CMEEC Member Utilities wish to explore or request assistance with grant writing under the programs. The Board was provided the opportunity ask questions. Ms. Kipnis informed the Board that Ms. Whitney has provided a form of agreement for engagement of her firm’s services should any of the Member Utilities desire to do so. D Approve the Minutes of the Regular August 25, 2022 Joint CMEEC and CTMEEC Boards of Directors’ Meeting A motion was made by Member Representative Louis Demicco, seconded by Member Representative Ronald Gaudet to approve the Minutes of the Regular August 24, 2022 Joint CMEEC and CTMEEC Boards of Directors’ Meeting. Member Representative Alan Huth abstained. Motion passed. 22-09-01 E August 2022 Objective Summary Mr. Meisinger explained that similar to previous months, the continued high and volatile forward energy, spot energy and gas prices continued to be the primary drivers. He stated that Regional Competitiveness came in at 27% compared to the target of 32%, with Year-End projection moving to 32% versus the target of 30%. Customer Fulfillment All In Cost TMR View Year-End projection moved to $107/MWh versus the budget target of $90/MWh. Mr. Meisinger explained that these results were driven by the same drivers noted above, mitigated by strong project and portfolio performance including the addition of new hydropower resources this year as well as the recent commencement of financial trading. F August 2022 Project Portfolio Performance Mr. Rall stated that the project portfolio realized a strong month coming in 20% higher than budget excluding Subase Fuel Cell. He explained the drivers as being Transmission Project #1 coming in above budget due to higher than budgeted pool network peak load in July. He noted that Hydro-Quebec also came in higher than budgeted due to lower than budgeted support payments. Mr. Rall continued to explain that the year-to-date and year-end projection, excluding Subase Fuel Cell, both came in below budget due to the 2021 LNS transmission true-up in prior months. Mr. Rall introduced the new table highlighting Great River Hydro which he explained will be included as a CMEEC Rate 9 Energy Portfolio project. He further explained that Great River Hydro project will continue to be highlighted separately to track performance on a monthly and yearly basis. Mr. Rall stated that the project benefit is embedded in the total Rate 9 Cost for CMEEC and not part of the project portfolio. G August 2022 Energy Market Update Mr. Cyr provided a high-level overview of the Energy Market Analysis for August, highlighting the results of the previous month and how they were impacted by Load,  Energy costs, Natural Gas costs, and Oil costs. He shared with the Board how volatile and elevated energy prices are and projected to be for the winter. Mr. Cyr explained the mitigating actions taken and walked the Board through the other materials included in the Board package. Upon inquiry of CMEEC’s experience with financial trading on the Intercontinental Exchange (ICE) versus physical trading, Mr. Cyr stated that CMEEC has already realized a savings in energy costs since financial trading began. H Budget & Finance Committee Report Possible Vote to Adopt Resolution Approving the Third Amendment to the Bank of America Line of Credit Member Representative Christopher LaRose, Budget & Finance Committee Chair, explained that the Committee met on September 16, 2022. The topics covered included a proposed amendment to the Bank of America Line of Credit as well as the 2023 Proposed Transco Budget, 2023 Proposed CMEEC Capital Budget and the 2023 CMEEC Budget for Salaries and Benefits. He explained that the Committee voted to recommend the 2023 Proposed Transco Budget to the Board of Directors for approval at its meeting in October. He stated that the next Committee meeting is on September 30, 2022. Ms. Meek then explained that CMEEC holds a Line of Credit with the Bank of America which currently uses London Interbank Offered Rate (LIBOR) which is scheduled to sunset in June of 2023. She further explained that Bank of America will transition away from LIBOR by December 31, 2022. In light of LIBOR sunsetting, Bank of America has offered two replacements, one of which, the Bloomberg Short Term Bank Yield Index or BSBY, was voted on by the Committee to recommend to the Board for approval. The resolution provided in advance of today’s meeting seeks the Board to authorize a Credit Agreement and amendments to a Credit Agreement to include replacing LIBOR with BSBY as well as other ‘housekeeping’ items. A motion was made by Member Representative LaRose, seconded by Municipal Representative Mark Oefinger to Approve the Resolution Authorizing a Credit Agreement and Amendments to a Credit Agreement. Motion passed unanimously. 22-09-02 I Possible Vote to Authorize the Amendment and Restatement of the NRECA Retirement Security and 401(K) Pension Plan Ms. Kipnis explained that CMEEC participates in the NRECA sponsored 401(K) Pension and Retirement & Security Plans (the “Plans”). In response to changes in law and regulations, the Plans are required to be restated every 5 years. There have been no substantive changes to the Plans.  A motion was made by Member Representative Gaudet, seconded by Municipal Representative Pete Johnson to Approve the Resolution Authorizing the Amendment and Restatement of the NRECA Retirement Security and 401(K) Pension Plan. Motion passed unanimously. 22-09-03 J Possible Vote to Amend the CMEEC 457(b) Plan Document Ms. Kipnis explained that while recently reviewing the CMEEC 457(b) Plan, staff identified some changes that needed to be made to update the Trustees under the plan and to more accurately reflect the responsibilities of the Trustees. The current list of Trustees under the plan consist of three former employees. Those Trustees have been updated with current employees, Ms. Meek and Mr. Meisinger. Other changes to the Plan clarify that assets of the Plan will be held in a custodial trust by Homestead Fund for the benefit of employees enrolled in the plan, along with other clarifying language. A motion was made by Member Representative Gaudet, seconded by Member Representative LaRose to Approve the Resolution Amending the Adoption Agreement for the CMEEC 457(b) Deferred Compensation Plan. Motion passed unanimously. 22-09-04 K Possible Vote to enter Executive Session for the Purpose of Discussing Confidential Negotiations Pursuant to C.G.S. § 1-200(6)(D) and Pending Strategy and Claims Pursuant to § 1-210(b)(4). A motion was made by Municipal Representative Dawn DelGreco, seconded by Municipal Representative Johnson to enter Executive Session. Motion passed unanimously. 22-09-05 The basis for entering Executive Session is as identified above. Mr. Silverstone agreed that he is exercising his right under his Non- Disclosure Agreement dated May 24, 2021 to remain in Executive Session. Members of the Board and CMEEC staff in attendance, as well as Mr. Silverstone remained. The Board entered Executive Session at 11:34 a.m. with instructions to return to Public Session upon completion of discussion in Executive Session. The Board re-entered Public Session at 12:40 p.m.  A motion was made by Member Representative Huth, seconded by Municipal Representative Johnson to Authorize the CMEEC CEO to enter into a settlement with Tesla for the going-forward period on substantially the same terms and conditions as discussed in Executive Session, with such minor changes and modifications as the CEO, with the advice of legal counsel, deems reasonable and appropriate. Motion passed unanimously. 22-09-06 L MEU Roundtable No updates were made. M New Business FERC Winter Reliability Forum Ms. Kipnis inquired, and the Board agreed, in the interest of time, to receive a copy of her memo related to the FERC Winter Reliability Forum versus discussion under this Agenda Item. Mr. Meisinger reminded the Board to complete the Board Interest Survey which seeks their interest in serving in an officer position for the 2023 calendar year as well as Committees they might want to sit on and/or to serve as Chair. He added that this survey is not the same as the survey circulated in August. He asked any Board member who has not completed the survey to do so by September 30. Mr. Meisinger further thanked the Board for their nomination of him to the APPA Board of Directors seat. He informed them that the seat was filled by someone from New York however he understands that another seat may be available in the future. Mr. Silverstone reminded the Board that he will hold his Annual Consumer Advocate meeting at the CMEEC offices on Wednesday, October 12, 2022 at 4:00 p.m. Ms. Meek reminded the Board that on October 6, 2022 the MicroGen portion of the 2013 Bonds will be refunded which will allow for the outstanding Pierce debt calculation to be finalized. N Adjourn A motion was made by Municipal Representative Johnson, seconded by Member Representative Huth to adjourn. Motion passed unanimously. 22-09-07 The meeting was adjourned at 12:47 p.m.