Cape & Vineyard Electric Cooperative, Inc. Board of ... · 1/14/2016 · Cape & Vineyard Electric Cooperative, Inc. January 14, 2016 Board of Directors Meeting Minutes Page 2 4

Cape & Vineyard Electric Cooperative, Inc. January 14, 2016 Board of Directors Meeting Minutes

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Cape & Vineyard Electric Cooperative, Inc.

Board of Directors/Executive Committee

Open Session Meeting Minutes

Thursday, January 14, 2016

The Board of Directors and Executive Committee of the Cape & Vineyard Electric Cooperative, Inc. met in Open

Session on Thursday, January 14, 2016 at 9:30 a.m. in Conference Room 11/12, Superior Court House, 3195 Main

Street, Barnstable MA 02630

PRESENT WERE: 1. Charles McLaughlin, President/Executive Committee Member/Director, Barnstable

2. Leo Cakounes, Executive Committee Member/Director, Barnstable County @ 9:50am

3. Chuck Hanson, Executive Committee Member/Clerk/Director, Brewster

4. Ronald Collins, Director, Orleans

5. Steven Gavin, Director, Yarmouth @ 9:36am

6. Barbara Conroy, Director, Edgartown-remotely by telephone

7. Richard Toole, Director, Oak Bluffs

8. Lawrence Cole, Director, Harwich

9. Jennifer Rand, V. President/ Executive Committee Member/Director, W. Tisbury

10. Austin Brandt, Executive Committee Member/Director, Cape Light Compact

11. John Scott, Director, Chatham

12. Timothy Carroll, Director, Chilmark

13. Greg Rounseville, Director, Dennis

14. William Straw, Director, Tisbury

15. Joseph Bayne, Treasurer/Director, Eastham

16. Anna Meade, Director, Provincetown

ABSENT WERE:

Jon Nelson, Director, Bourne

John Alley, Director, Dukes County

STAFF PRESENT:

Liz Argo, Manager Programs & Administration

Aislinn Gettings, Consultant

1. CALL TO ORDER

Pres. McLaughlin called the meeting to order at 9:33 a.m. stating that the Meeting Notice/Agenda had been duly

posted pursuant to the Open Meeting Law on January 11, 2016 @ 5:37pm on the CVEC Website and exterior

meeting notice board at the Superior Court House.

2. PUBLIC COMMENT

There was no public comment.

3. APPROVAL OF ANNA MEADE AS CVEC DIRECTOR REPRESENTING PROVINCETOWN AND JOHN ALLEY AS

CVEC DIRECTOR REPRESENTING DUKES COUNTY.

The board introduced and welcomed Anna Meade. John Alley was not able to make the trip due to snow.


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4. L. ARGO ACCEPTANCE OF INVITATION TO SPEAK AT SOLAR POWER PV CONFERENCE & EXPO ON FEBRUARY

24 & 25 AT THE WESTIN IN BOSTON AND AN INVITATION TO CVEC TO ATTEND THE WOODS HOLE RESEARCH

CENTER’S “SPOTLIGHT ON PARIS: AN INSIDER’S VIEW OF THE COP21 CLIMATE CHANGE NEGOTIATIONS”.

L. Argo informed the board that CVEC was invited to speak at the Solar Power PV Conference & Expo on

February 24 at 2pm. All are welcome to attend. CVEC was also invited to attend the “Spotlight On Paris” event at

Woods Hole Research Center on January 30. Again all are welcome to join.

5. NOTE ON OPEN MEETING LAW TRAINING AND CONFLICT OF INTEREST TRAINING.

L. Argo spoke about the need for all board members to have both of Certificates for the Open Meeting Law and the

Conflict of Interest on file. B. Straw, R. Toole, A. Meade and J. Alley will need to get their certificates to L. Argo.

6. APPROVAL OF NOVEMBER 19, 2015 OPEN SESSION FULL BOARD MEETING MINUTES.

J. Rand moved the board to approve the November 19, 2015 Open Session Full Board Meeting Minutes. Seconded

by C. Hanson and voted by roll call vote as follows:

G. Rounseville, Dennis Abstain C. Hanson, Brewster Yes

T. Carroll, Chilmark Abstain R. Collins, Orleans Yes

J. Rand, West Tisbury Yes L. Cole, Harwich Yes

J. Scott, Chatham Yes

A. Brandt, Cape Light Compact Yes R. Toole, Oaks Bluff Yes

B. Straw, Tisbury Abstain J. Bayne, Eastham Abstain

S. Gavin, Yarmouth Yes A. Meade, Provincetown Abstain

C. McLaughlin, Barnstable Yes B. Conroy, Edgartown Yes(remotely)

7. APPROVAL OF SEPTEMBER 30, 2015 AND DECEMBER 4, 2015 EXECUTIVE COMMITTEE OPEN SESSION

MEETING MINUTES.

J. Rand moved the board to approve the September 30, 2015 Executive Committee Open Session Meeting Minutes.

Seconded by A. Brandt and voted unanimously approved by the Executive Committee present with all in favor.

J. Rand moved the board to approve the December 4, 2015 Executive Committee Open Session Meeting Minutes.

Seconded by A. Brandt and voted unanimously approved by the Executive Committee present with all in favor.

8. TREASURE/FINANCIAL COMMITTEE REPORT.

J. Bayne reviewed the financial reports produced by Glivinsky & Associates noting that Glivinsky has brought the

CVEC accounting to where it should be and it will only get better.

Looking forward, unless something positive happens on the Round 1 Adder by mid-February, the FY17 budget

should reflect numbers without a Round 1 adder. Legal will need to be reduced to an absolute needs only basis.

Also, the numbers should reflect CVEC’s need to move away from the County Offices. Glivinsky has given CVEC

an estimate of $28 -32,000 for all book keeping. CVEC would like to stay close to Glivinsky and possibly piggy

back with their phone and modem services. The FY2017 budget should also reflect a change of $4,400 for

Supplies/Office Expenses.


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CVEC could possibly offer consultant services as it does for the Town of Dennis to help when CVEC is unable to

afford to provide full services.

L. Cole raised the question of why the legal fees from FY16 and FY17 are so different. L. Cakounes answered him

with the fact that CVEC will not be able to take on new projects without an adder and any new projects will have to

be budgeted to pay for the legal fees.

C. McLaughlin discussed the need to review the Insurance Coverage that CVEC is carrying with a look into what

coverage each town has for the board and what CVEC needs to cover. J. Rand would ask the basic question, “For

CVEC directors that are not employees of a town but are elected to be special municipal employees, how are they

covered?”

In further discussion on the future budget, L. Argo explained why it is more complicated to CVEC to manage

allocation for the offtakers than any other aspect of the management. She also explained why CVEC’s services are

so important to the offtakers to feel comfortable with the financials and to follow the Eversource machinations.

The next step for the Finance Committee is to get a handle on cash flow and make sure things are properly located

in book keeping. Also, it is critical to figure out the costs of separating from the County and researching the

insurance that CVEC carries. The Finance Committee will come back with revised numbers for the FY17 budget to

reflect these reviews and any recommended changes.

9. UPDATE ON ROUND 1 PV INITIATIVE OPERATIONAL ADDER.

C. McLaughlin updated the board with his progress on getting an opportunity for CVEC to present to the

Barnstable Town Council on a Round 1 Adder. He reported the town’s hesitation to allow a presentation. He noted

that he is reassembling a solar subcommittee to help him move the subject to the Council with their

recommendation.

Finance noted that only with an adder will CVEC be able to continue operating the way CVEC currently operates,

with the ability to take on any new projects. Without an adder CVEC will only be able to handle basic financial

management of Round 1 and Round 2.

L. Cakounes noted the fact that the towns are ending the budget cycles. This means that without a decision within

30 days, the towns can’t adjust for the Adder this coming fiscal year.

10. DISCUSSION ON FY17 BUDGET WITHOUT ROUND 1 ADDER AND ALTERNATE SOURCES OF INCOME.

A discussion was held on minimum CVEC services as required by contract and possible additional consulting

services from CVEC. It was noted that consulting services may cost more than CVEC’s Adder is now costing the

towns. L. Cakounes commented that hanging on for two years and spending down our savings is not recommended

by him. He would prefer we confront the possibility of default and discuss restructuring now. A discussion

followed on incremental costs to all 17 towns to keep CVEC alive. Is there a better way to raise the money to meet

the $190,000 CVEC shortfall?

C. Hanson left @ 11:00am


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The Board recessed from 11:05 – 11:20am

11. DISCUSSION AND POSSIBLE VOTE ON FORMATION OF AUDIT COMMITTEE.

C. McLaughlin discussed the formation of an Audit Committee for Fiscal Year 2016 consisting of CVEC members

not on the FinCom. The Committee would be asked pick the audit firm. RFP will not be required. L. Cakounes

asked if there needed to be a different audit company other than that used by the County. L. Argo responded that

paperwork has been provided for auditors in the past without access to the County files.

L. Argo will acquire several bids and the committee will make a final decision. Recommendations will be collected

while CVEC members are in attendance at the Mass Municipal Association.

T. Carroll moved the board to approve the formation of an Audit Committee consisting of R. Collins, G.

Rounseville and L. Cole. Seconded by A. Brandt and voted by roll call vote as follows:

G. Rounseville, Dennis Yes R. Collins, Orleans Yes

T. Carroll, Chilmark Yes L. Cole, Harwich Yes

J. Rand, West Tisbury Yes L. Cakounes, Barnstable County Yes

J. Scott, Chatham Yes R. Toole, Oaks Bluff Yes

A. Brandt, Cape Light Compact Yes J. Bayne, Eastham Yes

B. Straw, Tisbury Yes A. Meade, Provincetown Yes

S. Gavin, Yarmouth Yes B. Conroy, Edgartown Yes (remotely)

C. McLaughlin, Barnstable Yes

12. DISCUSSION AND POSSIBLE VOTE ON SIGNATORY FOR CVEC BANK ACCOUNTS.

L. Argo updated the Board on the status of Signatory privileges for CVEC. Currently there are no current board

members with those privileges. Tricia Rogers, County Treasurer, is the one signing checks for CVEC currently.

The Board opts to provide CVEC Board members to replace T. Rogers as signatories. J. Bayne proposed CVEC

adopt the President’s signature facsimile for check signatures in the future with an added process to provide one of

the signatories signing a review of the check register monthly as well. The register approval would precede the

President’s facsimile signature and distribution of the checks.

T. Carroll moved the board to approve the Signatory Privileges for L. Cakounes, A. Brandt, S. Gavin and C.

McLaughlin and to remove J. Checklick and M. Zielinski. Seconded by R. Toole and voted by roll call vote as

follows:







S. Gavin, Yarmouth Yes B. Conroy, Edgartown (remotely) Yes



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13. UPDATE ON SEARCH FOR LEGAL REPRESENTATION; STATUS OF LEGAL SERVICES RFP.

C. McLaughlin discussed the legal representation for general counsel for CVEC. An RFP should go out on Monday

for bidding. BCK will still be available for the legal aspects of CVEC projects.

C. McLaughlin left @ 11:45am

Currently BCK is monitoring Legislation, costing CVEC money. CVEC should be looking at other organization

that also do this and use those resources, saving CVEC money.

C. McLaughlin returned @ 11:50am

L. Cakounes left at 11:53am

14. EXAMPLE AND AFFIRMATION OF POLICY TO REGULATE CAPS ON CVEC’S NET METERING CREDIT OFFERINGS.

L. Argo introduced a discussion regarding CVEC policy around contracted capacities in power sales contracts. An

example was provided to help define the current policy and current distribution which needs to be based on stated

usages per contract. It was agreed that the policy around caps and distribution percentages shall include a usage

request from the participant that will be locked in at the time of contracting for that project and that no special

terms will be provided for towns requesting less than 100,00 kWh.

J. Rand questioned CVEC’s time spent by staff servicing a request for only a few hundred kWh. L. Argo reassured

the Board that it is not the small requests but rather the big requests that consume management time.

In response to T. Carroll’s concerns about the need for flexibility relative to every offtaker, the President asserted

that the Board will remain attentive and flexible to individual needs.

It was also recognized that some towns have asked for more kWh than actual usage in order to raise their

percentage of distribution. But it was noted that there is risk in that their request could be met with an

oversubscription result.

16. UPDATE AND POSSIBLE VOTE ON NEXAMP, INC.’S CONTRACT FOR “NET METERING CREDIT OPPORTUNITY”

AND RELATIVE CVEC OFFTAKERS’ AGREEMENTS.

Nexamp has returned the final redline contract to CVEC. Nexamp would like CVEC to sign even though the

intergovernmental agreement between offtakers has not been signed. BCK has added to our contract that CVEC can

back out if all intergovernmental agreements are not signed. The offtakers have 30 days to sign the contracts.

G. Rounseville moved the board to approve the Net Metering Credit Distribution for NEXAMP as described on the

“Managing Projects and KWh Caps” handout example “NEXAMP Distribution”. Seconded by T. Carroll and

voted by roll call vote as follows:


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J. Rand, West Tisbury Yes L. Cakounes, Barnstable County Absent






CVEC may have an impasse with Nexamp as Nexamp wants the intergovernmental agreements (IGA’s) executed

within 30 days but the towns seem to want 60 days for execution. The Board discussed and determined that the full

legal review by CVEC should provide comfort for the towns to execute without need for lengthy legal review and

that the 30 days is not unreasonable.

J. Rand moved the board to approve Nexamp’s deadline of 30 days for towns to sign their Intergovernmental

Agreements, recognizing that if the deadline is missed by a participant, the NMC will be redistributed to other

participants. Seconded by G. Rounseville and voted by roll call vote as follows:



J. Rand, West Tisbury Yes L. Cakounes, Barnstable County Absent




S. Gavin, Yarmouth Yes B. Conroy, Edgartown Yes


L. Cakounes returned at 12:20pm

The President requested a return to Item 12 and under this item L. Cakounes verified that CVEC owns its bank

accounts and the funds are disparate from the County.

R. Collins left at 12:34pm

15. UPDATE ON FUTURE GENERATION WIND PROJECT, INCLUDING EXTENSION OF COMMERCIAL OPERATIONS

DATE TO JUNE 30, 2016 IN KEEPING WITH CONTRACT.

L. Argo noted that in January, Future Generation Wind (FGW) provided a letter to all offtakers, including CVEC,

noting that FGW will exercise their right to extend the FGW deadline for commercial operations to June 30, 2016

based on having installed all foundations by the September 2015. CVEC communicated back that the extension of

the deadline is acceptable.


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17. UPDATE ON REVISION OF EXISTING SCHEDULE Z’S AND THE ISSUANCE OF SCHEDULE Z’S FOR FUTURE

GENERATION WIND AND NEXAMP.

L. Argo noted that she has written a letter for the Nexamp and Future Generation Wind participants, which she

read. L. Argo sought Board support for the letter’s distribution which would allow offtaker participants opportunity

to review and revise their Schedule Zs using a chart that Peregrine Energy will provide. T. Carroll voiced his

appreciation for the opportunity to revise Schedule Zs. A. Brandt agreed in voicing appreciation but added a

caution that CVEC must not be expected to aid in the collection of electric account usage for each participant. The

Board agreed that at this time that CVEC can not provide staff time to help with review. It was agreed that we

should look at providing this service in the future.

J. Bayne noted that these services can’t be accomplished without hiring someone. L. Argo noted that the towns do

not want CVEC to “make money”. They only wish to reimburse CVEC for costs. The Board agreed that this is an

inherent problem for CVEC.

The Board recessed for lunch from 12:45pm – and reconvened at 1:03pm

20. REPORT FROM MUNICIPAL RELATIONS COMMITTEE REPRESENTATIVES; LARRY COLE AND JEN RAND.

J. Rand reported she has reached out to various towns but thus far has been unsuccessful in recruits.

L. Cakounes reported concern from Jim Killion, previous CVEC representative from Sandwich, who opined that

one could not sit on the Assembly of Delegates as well as on the Board of CVEC. It was noted that Mr. Killion sat

as an Assembly delegate when also the CVEC Director from Sandwich for three years. The Board agreed that there

is no conflict.

21. REPORT FROM GRANT AND FINANCE SOURCING COMMITTEE REPRESENTATIVES; AUSTIN BRANDT AND TIM

CARROLL

The Committee noted that there is nothing to report as yet.

18. REPORT FROM FUTURE PROJECTS COMMITTEES:

A. COMMITTEE VOTE FOR ON-PEAK HOURS RESOURCES; MANAGER’S CALCULATIONS ON COSTS AND

DISCUSSION WITH POSSIBLE VOTE ON HOW TO PROCEED.

L. Argo reported on an opportunity reviewed by the Future Projects Committee in December 2015. The opportunity

reviewed is one that exists for photovoltaic (PV) projects over 100kW in size that are installed Behind-the-Meter.

These projects can be enrolled in the On-Peak Hours Resources market that is provided by the Independent System

Operators (ISO-NE) and, in effect, pledge their PV production. Compensation would exist and CVEC proposes that

the compensation be allowed to remain with CVEC. L. Argo provided a calculation sheet assessing the

approximate income stream ($24,000) from the opportunity and the costs to CVEC ($18,000) in order to trigger

discussion on CVEC’s approach for handling the costs/benefits distribution to all PV system electric account

owners. It was noted that CVEC must start including costs for its overhead in its costing. For that reason the Board

advised that CVEC should approach the account owners with the On-Peak Hours Resources proposal, but present it

with the true costs to CVEC reflected, which leaves no excess revenue for the Behind-the-Meter account owners.


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L. Cakounes moved the board instruct the CVEC Manager to present the On-Peak Hours Resources (OPHR)

DCAMM (Division of Capital Asset Management and Maintenance) contract to respective towns, which will allow

CVEC to act as agent and perform the collection of projected revenues that will offset CVEC service costs relative

to the management of the OPHR enrollment, and to authorize the execution of any necessary contracts only if the

above collection conditions are met. Seconded by J. Rand and voted by roll call vote as follows:

G. Rounseville, Dennis Yes








B. COMMITTEE VOTE ON SOLAR CARPORT

C. McLaughlin updated the Board on the proposal to several towns on income from leased parking spots over which the

vendor would construct solar carports. The proposal thus far has been $10/ per month per spot. This does not involve net

metering credits. The only transaction is the straight lease deal for an essential rental. C. McLaughlin would like to aggregate

through CVEC and get a better offer from a vendor. He offered to work with his own procurement officer in the Town of

Barnstable. There is a question of whether it should be a license, but as a license is revocable, the license is probably not the

right vehicle.

A. Brandt informed the Board that the Future Projects Committee recommends the RFP be developed. He cautioned about

time costs to L. Argo as staff. L. Argo noted that there is interest from many CVEC participants. C. McLaughlin noted that a

Letter of Intent will be required from the participants prior to the release of an RFP. L. Cakounes inquired as to Town

Meeting requirements and asked about the money CVEC will be making. That question remains unanswered. C. McLaughlin

suggests the costs be back billed to the participants. As there is some beneficial political capital associated with handling the

initiative, based on a recommendation from A. Meade, J. Rand suggested CVEC ask for 10% of the first two years’ income,

noting there is no harm in asking. A. Brandt noted that we need to prove there is a reason we exist and that this provides

proof. L. Argo noted that CVEC does not have the funds to support an RFP process. C. McLaughlin offered that the legal

costs for the RFP prep should not exceed $10,000. L. Cakounes asked if CVEC couldn’t contact a developer and feel out the

proposal but as it is not an energy contract, full procurement laws are in effect.

C. McLaughlin added that there is pressure due to time considerations to decide whether CVEC should proceed. J. Rand

commented that she does not want CVEC to spend $10,000 until CVEC knows whether the towns can pull a Town Meeting

together.

L. Argo was asked to appraise whether the interested towns would need a Town Meeting vote and whether one can be pulled

together in time. B. Conroy informed CVEC that Vineyard Power has also indicated they wish to bring a similar initiative

forward. South Mountain is also interested in an initiative.

A. Brandt moved that the Manager continue to solicit participant interest and assess feasibility from the

towns’ perspectives and to authorize the Executive Committee to move forward with issuing an RFP subject

to a cost limit of $10,000. Seconded by T. Carroll and voted by roll call vote as follows:


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G. Rounseville, Dennis Yes


J. Rand, West Tisbury Yes L. Cakounes, Barnstable County NO


A. Brandt, Cape Light Compact Yes J. Bayne, Eastham ABSTAIN




19. NEXT BOARD MEETING DATE AND SCHEDULE FOR FUTURE BOARD MEETINGS.

Tabled

The Board adjourned at 2:10pm

_____________________________________________________________________________________

LIST OF DOCUMENTS & EXHIBITS

Meeting Notice/Agenda

November 19, 2015 Board’s Open Session Meeting Minutes – draft

September 30, 2015 Executive Committee’s Open Session Meeting Minutes – draft

December 4, 2015 Executive Committee’s Open Session Meeting Minutes – draft

Unaudited FY15 Financial Report from Glivinsky & Associates dated 1.5.16

CVEC Forecast FY17 Budget with no Adder

“Managing Projects & KWH Caps”

Letter from Future Generation Wind on extended construction completion deadline

Proposed letter to all offtakers on comprehensively project-wide revised Schedule Zs

Calculations on costs to CVEC for management of the On-Peak Hours Resources Program

<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<


Board of Directors/Executive Committee


Thursday, November 19, 2015

The Board of Directors and Executive Committee of the Cape & Vineyard Electric Cooperative, Inc. met in Open

Session on Thursday, November 19, 2015 at 9:30 a.m. in Conference Room 11/12, Superior Court House, 3195

Main Street, Barnstable MA 02630


18. Leo Cakounes, Executive Committee Member/Director, Barnstable County


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19. Chuck Hanson, Clerk/Director, Brewster

20. Ronald Collins, Director, Orleans

21. Steven Gavin, Director, Yarmouth

22. Barbara Conroy, Director Edgartown

23. Richard Toole, Director, Oak Bluffs-remotely by telephone

24. Lawrence Cole, Director, Harwich

25. Jennifer Rand, V. President, W. Tisbury

26. Austin Brandt, Director, Cape Light Compact

27. John Scott, Director, Chatham

ABSENT WERE:

Jon Nelson, Director, Bourne

William Straw, Director, Tisbury

Timothy Carroll, Director, Chilmark

Joseph Bayne, Treasurer/Director

Greg Rounseville, Director, Dennis

LEGAL COUNSEL

Audrey Eidelman, Esq., BCK Law, P.C.

STAFF PRESENT:

Liz Argo, Manager Programs & Administration

Aislinn Gettings, Consultant

OTHERS PRESENT:

Stephan Wollenburg-Remotely by telephone @ 12:13

1. CALL TO ORDER

Pres. Mclaughlin called the meeting to order at 9:38 a.m. stating that the Meeting Notice/Agenda had been duly

posted pursuant to the Open Meeting Law on November 16, 2015 @ 10:47 a.m. on the CVEC Website and exterior

meeting notice board at the Superior Court House.

2. PUBLIC COMMENT

There was no public comment.

5. ACCEPTANCE OF LETTERS OF RESIGNATION FROM JOHN CHECKLICK, FALMOUTH DIRECTOR, STEPHAN

WOLLENBURG, CAPE LIGHT COMPACT DIRECTOR AND KAREN LOURA, ASSISTANT CLERK.

C. Hanson moved the board to approve the resignation of John Checklick, Stephan Wollenburg and Karen Loura.

Seconded by S. Gavin and voted by roll call vote as follows: C. Hanson, Brewster Yes

R. Collins, Orleans Yes

L. Cakounes, Barnstable County Yes


B. Conroy, Edgartown Yes

S. Gavin, Yarmouth Yes

L. Cole, Harwich Yes


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J. Rand, West Tisbury Yes

R. Toole, Oaks Bluff Yes

6. ACCEPTANCE OF LETTER OF APPOINTMENT FOR AUSTIN BRANDT, CAPE LIGHT COMPACT.

J. Scott moved the board to approve the acceptance of letter of appointment for Austin Brandt, Cape Light Compact Director.

Seconded by J. Rand and voted by roll call vote as follows: C. Hanson, Brewster Yes










7. DISCUSSION AND POSSIBLE FORMATION OF COMMITTEES TO SUPPORT CVEC ACTIVITIES:

It was discussed that CVEC should look into creating committees to support the work of the energy cooperative. The

committees that were recommended were; Finance, Operations and Maintenance, Future Projects, Grant and Finance

Sourcing and Municipal Relations. Because the Finance and Future Projects have more than two board members, they will

need to follow Open Meeting Law Observance.

C. McLaughlin moved the board to approve the creating of a Finance Committee with J. Bayne, L/ Cakounes, B. Conroy and

C. McLaughlin and a Future Projects committee with J. Scott, R. Toole, B. Straw, S. Gavin, A. Brandt and C. Hanson.

Seconded by L. Cakounes and voted by roll call vote as follows:

A. Brandt, Cape Light Compact Yes

C. Hanson, Brewster Yes










Committee Open Meeting Law Observance

or Individual Member

assignments

Members

Finance OML Joe Bayne, Leo Cakounes, Barbara

Conroy, Charles McLaughlin

Operations & Maintenance Individuals Larry Cole, John Scott, Bill Straw, Ron

Collins, Steve Gavin


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Future Projects OML John Scott, Richard Toole, Bill Straw,

Steve Gavin, Austin Brandt, Chuck

Hanson

Grant & Finance Sourcing Individuals Tim Carroll, Austin Brandt

Municipal Relations Individuals Larry Cole, Jen Rand

8. DISCUSSION AND POSSIBLE VOTE REGARDING SELECTION OF CORPORATE COUNSEL FOR THE 2016 CALENDAR

YEAR.

BCK Law, P.C. has sent in their letter of resignation for outside general counsel as of December 31, 2015. They

will continue their role as special counsel to CVEC. There is concern that CVEC will not be able to replace BCK

Law in that time frame. A. Eidelman will inquire whether or not BCK Law will assist CVEC until a replacement

has been named.

L. Cakounes moved the board to instruct the Executive Committee to begin the procurement process to hire legal counsel.

Seconded by J. Rand and voted by roll call vote as follows:












C. McLaughlin left the meeting at 10:46 am

10. ROUND 1 PV INITIATIVE OPERATIONAL ADDER:

(a) UPDATE ON ROUND 1 PV INITIATIVE ADDER REQUESTS.

CVEC is falling short on its budget and is requesting all Round 1 PV Initiative projects to carry an administrative operational

adder of .01 per kilowatt hour (kWh) added to the Power Purchase Agreement (PPA) costs for a total annual revenue of about

$198,000 to CVEC. All Round 2 PV Initiative projects already pay .01 per kWh added to the PPA for member projects and

Non-member projects carry a .015 per kWh administrative operational adder. It was discussed that adding another adder to the

Round 2 PV Initiatives would not be fair.

There is significant resistance from Edgartown on adding a Round 1 Initiative Adder due to the costs to them associated with

their PV installations.

If all towns do not agree on a Round 1 Adder, it will not pass. Barnstable and Harwich are also resisting and will need to be

informed of what will happen to CVEC services to them without the additional income. L. Argo is preparing more details on

what will happen without the additional income and will share with all towns.

(b) DISCUSSION AND POSSIBLE VOTE, ON EDGARTOWN’S REQUEST FOR SOURCE OF ADDITIONAL

ANNUAL OPERATING FUNDS TO INCLUDE ROUND 2 PV INITIATIVE PROJECTS.


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While an Adder cannot be avoided for the Town of Edgartown’s projects, in keeping with the energy cooperative’s need to

treat all members similarly, it was suggested that CVEC might give Edgartown a rebate in the first year to cover the stated

expenses incurred during and following installation.

12. IN CONSIDERATION OF PARTICIPANTS ‘ ANNUALLY INCREASING ELECTRICAL USAGES, DISCUSSION AND

POSSIBLE VOTE ON CHANGE IN ANNUAL USAGE COMMITMENTS BY TOWNS, COUNTIES AND DISTRICTS IN THEIR

POWER SALES AGREEMENT CONTRACT TERMS FOR FUTURE GENERATION WIND, ROUND 1 AND ROUND 2 PV

INITIATIVES.

Some towns have requested to keep more of their kWh than in their original Power Sales Agreement contracts.

Doing so would then take kWh from offtakers who also have contracts in place. These offtakers could buy

additional power through future projects, though at a higher cost to them. This was deemed unacceptable.

It was noted that there’s an ultimate benefit to CVEC in having updated numbers for a towns actual usage.

It was decided that if a town is looking to keep more of its kWh from its own hosted project than in accordance

with the kilowatt hours in their original contract, they will need to come up with the municipal usage number and

possibly have to pay CVEC for any assistance needed in coming up with that number.

It was also decided that altering the original contracts is not practical. Any town or participant with usage that has

grown and that wishes to take on more net metering credits will need to get those credits from future projects.

3. APPROVAL OF JUNE 11, 2015, SEPTEMBER 17, 2015 AND OCTOBER 2, 2015 OPEN SESSION METTING MINUTES L. Cakounes moved the board to approve the meeting minutes from June 11, 2015, September 17, 2015 and October 2, 2015.

Seconded by C. Hanson and voted by roll call vote as follows:












4. APPOVAL OF APRIL 16, 2015 FULL BOARD EXECUTIVE SESSION MEETING MINUTES A. Brandt moved the board to approve the Full Board Executive Session Meeting Minutes meeting from April 16, 201.

Seconded by C. Hanson and voted by roll call vote as follows:



R. Collins, Orleans Abstain





L. Cole, Harwich Abstain



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Stephan Wollenburg-Remotely by telephone @ 12:13

16. DISCUSSION AND POSSIBLE VOTE ON CVEC’S BUNDLING OF AVAILABLE BEHIND THE METER PV PROJECTS

OVER 100KW IN ANTICIPATION OF PARTICIPATION ON ISO-NE’S 2017 ON-PEAK HOURS RESOURCE MARKET.

C-Power has approached CVEC concerning a program for capacity credits. S. Wollenburg stated that at this time

there is no downfall to signing up. CVEC should reevaluate in 2018 once there has been a change in the law

regarding a penalty if the system is not operating. Essentially this program will allow compensation for

photovoltaic systems over 100kW that remove demand from the grid through the PV power. C-Power will be

presenting on December 4, 2015 at 1:00 at the Barnstable County Superior Court House, all are welcome.

J.Scott moved the board to authorize the Executive Committee to enter into a contract with C-Power. Seconded by L. Cole

and voted by roll call vote as follows:











Richard Toole left the meeting at 1:30 pm.

13.UPDATE ON CVEC EFFORTS ON BEHALF OF NEW ROOF MOUNTED PV INSTALLATION FOR THE TOWNS OF

TISBURY, OAK BLUFFS AND PROVINCETOWN THROUGH INTERGOVERNMENTAL AGREEMENT AND

COMPENSATION FROM THE MUNICIPAL ENERGY TECHNICAL ASSISTANT (META) GRANT AND A POSSIBLE VOTE

ON A CVEC PV INITIATIVE ROUND 3.

The board discussed both the financial benefits to CVEC and the time constraints on L. Argo relative to a Round 3

and participation as a consultant using META grant reimbursement. There doesn’t appear to be any financial

benefit to CVEC in assisting with this project and because of staff contraints, it is not beneficial to CVEC to move

forward with this project or any other Round 3 project at this time. CVEC is open to helping out its members where

it can.

L. Cakounes moved the board to suspend indefinitely any future Round 3 projects at this time including Tisbury, Oak Bluffs

and Provincetown projects as presented. Seconded by R. Collins. All present voted in favor.

9. UPDATE ON STATUS OF CVEC PV INITIATIVE ROUND 1 AND PV INITIATIVE ROUND 2.

On Round 1 CVEC is still awaiting a resolution for Draker on their public viewing system. CVEC is also still

working on the kiosk for Barnstable County Landfill. Edgartown’s Nunnepog project’s Guaranteed Annual Output

shortfall has been resolved and Clean Focus is sending CVEC a check to go to the town of Edgartown.

On Round 2 the Wixon tree issue needs to be taken care of, as it was clearly stated in the Old King’s Highway

minutes that the trees were to be maintained indefinitely by G & S. There’s an overwhelming 4-month distribution


Page 15

of net metering credits by allocation to small accounts that has come from the Fire District PV project via

Eversource that will never be absorbed. CVEC is asking Eversource to cut checks for these credits. There were

discrepancies with Marina with their PPA prices, which are in the process of being resolved.

C. McLaughlin returned to the meeting remotely at 1:30pm

11. UPDATE AND POTENTIAL VOTE ON NEXAMP, INC. OFFER OF “NET METERING CREDIT OPPORTUNITY” AND

CVEC OFFTAKERS’ AGREEMENTS.

Legal is still working on finalizing the contract with Nexamp. Right now legal has made some recommendations to

the Nexamps contract and CVEC is awaiting response to those changes. A. Eidelman is working with L. Argo on

the intergovernmental agreement with the offtakers. Yarmouth has stated that they will not participate with the

Nexamp agreement if they get less than 200,000 kWh. Chatham and Chilmark have also requested more than

initially represented when presented prior net metering credit opportunities. L. Argo is working with the current

requests to see how the kWh can be split fairly.

L. Cakounes moved the board to authorize the Executive Committee to execute the intergovernmental agreements between the

offtakers and Nexamp in the distribution of the net metering credits. Seconded by L. Cole and voted by roll call vote as

follows:












14. DISCUSSION AND POSSIBLE VOTE ON PREPARATION AND TERMS OF A REQUEST FOR PROPOSAL TO SELECT A

VENDOR FOR AGGREGATED PARKING SPACES MADE AVAILABLE FOR SOLAR CARPORTS.

C. McLaughlin has brought to CVEC the possibility of CVEC supporting Solar Carport Leases for its members. It

is hoped there could be associated income for CVEC as it also brings forward a beneficial bundling of the projects.

It was suggested by the Board that the Future Project Committee discusses this further and present to the Board at

the next meeting. This project has an end date of December 31, 2016.

18. NEXT BOARD MEETING DATE AND SUBSEQUENT SCHEDULE FOR BOARD MEETINGS.

This next meeting has been set for either January 7th or January 14th. C. McLaughlin, L. Argo, and J. Rand will

decide.

15. UPDATE ON STATUS AND POTENTIAL VOTE ON DEPARTMENT OF ENERGY RESOURCES COMMUNITY CLEAN

ENERGY RESILIENCE INITIATIVE (CCERI) GRANT CONTRACT.

This discussion was tabled due to lost quorum.


Page 16

17. UPDATE ON FUTURE GENERATION WIND PROJECT.

This discussion was tabled due to a lost quorum.

19. TREASURE’S REPORT FOR PERIOD THROUGH OCTOBER 20, 2015.

This discussion was tabled due to a lost quorum.

The meeting was adjourned at 1:57 pm.


Executive Committee


Wednesday, September 30, 2015

The Executive Committee of the Cape & Vineyard Electric Cooperative, Inc. met in Open

Session on Wednesday, September 30, 2015 at 9:30 a.m. in Conference Room 11/12, Superior

Court House, 3195 Main Street, Barnstable MA 02630


29. Jennifer Rand, V. President/Executive Committee Member/Director, W. Tisbury -

remotely

30. Stephan Wollenburg, Executive Committee Member/Director/Cape Light Compact -

remotely

31. Leo Cakounes, Executive Committee Member/Director, Barnstable County

32. Charles Hanson, Clerk/Executive Committee Member/Director, Brewster

John Checklick, Director, Falmouth

Steven Gavin, Director, Yarmouth

ABSENT WERE:

None

LEGAL COUNSEL

Audrey Eidelman, Esq., BCK Law, P.C. - remotely

STAFF PRESENT:

Liz Argo, Manager, Programs & Administration

1. CALL TO ORDER

Pres. McLaughlin called the meeting to order at 12:05 p.m. The Meeting Notice/Agenda having

been duly posted pursuant to the Open Meeting Law at 3:08 p.m. on September 25, 2015 to the

Cape & Vineyard Electric Cooperative, Inc. website.

2. No Public Comment

3. CONSIDERATION OF AUGUST 31, 2105 EXECUTIVE COMMITTEE OPEN SESSION MEETING

MINUTES

S. Wollenburg moved the Committee vote to accept the minutes as corrected, seconded by C.

Hanson and voted by roll call as follows:

C. McLaughlin, Barnstable Yes S. Wollenburg, Cape Light Compact

Yes

L. Cakounes, Barnstable County Yes J. Rand, W. Tisbury

Abstained


Motion carried (4-0-1)

Cape & Vineyard Electric Cooperative, Inc. Board of Directors January 14, 2016 Open Session Meeting Minutes Page 18

4. NEXAMP POWER SALES PROPOSAL

L. Argo reported on a meeting with Nauset Regional School District (NRSD) and described the

Peregrine Energy spreadsheet. The Committee will consider and discuss agenda items 4, 5 & 6

together as they are inter-related and all affect CVEC capacity. There was discussion about

possibly providing Net Metering Credits (NMC) to other governmental entities in CVEC’s

region, such as water districts. Atty. Eidelman said the Department of Public Utilities maintains

a listing of entities that have received NMC Identification Numbers. These entities have the 10

megawatt (MW) capacity limit under the NMC Regulations.

There was discussion about releasing the Town of Yarmouth from its contracts. Yarmouth

reported that potentially Yarmouth would replace itself for CVEC NMCofftaking using the

Housing Authority. There was discussion about CVEC sending its offtaker NMC tofederally

owned entities. S. Wollenburg said they are eligible but are logistically difficult to serve. They

also need to retain the Renewable Energy Certificates (RECs).

There was discussion about the number of kilowatt hours (kWh) as fixed by towns’ Power Sales

(PSA) contracts with CVEC. This policy was intended to set the load. There was discussion

about the possibility of 300,000 kWh of NMC being requested by Nauset Regional School

District (NRSD). There was discussion about the amount of work involved to close the Nexamp

opportunity for NMC for CVEC offtakers and possibly significant legal expense. There was

discussion about adding Nexamp offer to an existing CVEC PSA contract. This would not be

possible due to the different costs associated with the generation. Atty. Eidelman agreed to

confirm that there is a cap on the FGW project. There was discussion about contracting with

Nexamp and using the generation solely to satisfy NRSD. There was concern that doing so

would preclude providing the opportunity to all members of the Cooperative. It was agreed

CVEC needs to remain a portfolio-based group.

L. Argo read an email message from Joe Fiori of Nexamp regarding the offer from Nexamp to

aid with CVEC;s legal costs. C. McLaughlin said it sounds like a “Loan”. Atty. Eidelman said

there is currently no form of contract for the Nexamp deal. The form for the Assonet Project was

supplied by Assonet and never reviewed for CVEC. Possibly Nexamp could supply a proposed

form of agreement or perhaps they are comfortable with CVEC’s structure. L. Argo said that

Nexamp has reviewed all CVEC previous forms of agreement including the lockbox

arrangement. Atty. Eidelman projected potential legal costs to be one-two thousand for Contract

Form; negotiations would be the larger cost of around $5,000 and off-taker agreements around

$1000 each. If there are 10 off-takers it would be $10,000. Total estimated legal budget

between $15,000 & $20,000. L. Argo was asked to request Nexamp’s Form of Agreement.

There was discussion about income and available budget to enter into contract with Nexamp and

whether there is time to prepare by their deadline. Atty. Eidelman said the Agreement would

need to be worked out in order to finalize off-taker contracts. There was discussion about

splitting the legal expense with Nexamp on a 2-year agreement. CVEC has been provided 30

days to decide to move forward if comfortable. There was discussion that 45 days is more

realistic for CVEC. C. Hanson moved the Committee vote to contact Nexamp and inform them

CVEC requires 45 days based on our history. CVEC will sign a non-binding Letter of Intent

(LOI) that is contingent on agreements from enough off-takers and offer counter on legal costs

with CVEC contributing $8,500 and split additional costs with Nexamp, seconded by L.

Cakounes. There was discussion about ending the process once CVEC has spent $15,000 on


legal costs unless Nexamp agrees to pay for remaining costs. Atty. Eidelman said BCK may

have difficulties getting the form of contract out. C. Hanson noted that the offer would save the

Town’s .04/kWh on their electric bills. L. Cakounes supported the 45-day requirement, but said

he is not in support of negotiating legal fees believing the costs for the larger savings is

reasonable. J. Checklick said CVEC will invest $16,000 +/- for a return of $8,500/year for 20

years. J. Rand & S. Wollenburg agreed with L. Cakounes. L. Cakounes moved the motion be

amended to remove the legal fee language, seconded by. Rand and voted by roll call vote as

follows:

1. C. McLaughlin, Barnstable Yes 4. S. Wollenburg, Cape Light

Compact Yes

2. L. Cakounes, Barnstable County Yes 5. J. Rand, W. Tisbury

Yes

3. C. Hanson, Brewster Yes

Motion to amend the main motion carried (5-0-0).

The Committee then voted on the main motion as amended as follows:

That the Committee vote to contact Nexamp and inform them CVEC requires 45 days based on

our history. CVEC will sign a non-binding Letter of Intent (LOI) that is contingent on

agreements from enough off-takers by roll call as follows:


Yes

2. C. Hanson, Brewster Yes 5. S. Wollenburg, Cape Light

Compact Yes

3. C. McLaughlin, Barnstable Yes

Motion to amend the main motion carried (5-0-0).

5. YARMOUTH REQUEST FOR RELEASE FROM CVEC POWER SALES AGREEMENT

The Committee reviewed Yarmouth’s request to end their Power Sales Agreement with CVEC.

L. Cakounes suggested making Yarmouth aware that CVEC will be coming forward with

additional NMC opportunities which will be offered to all off-takers. J. Checklick noted that

Yarmouth previously asked that Monomoy Schools not be included as an off-taker so as to favor

Yarmouth with a greater amount of NMC distribution. C. Hanson said the Coop was banded

together to purchase in bulk and spread it out among the membership and added that pricing may

continue to come down. There was discussion about CVEC agreeing with Yarmouth and the

precedent that release would establish. There was discussion about the impact of the .01 adder

request with Yarmouth in light of Nexamp. L. Cakounes suggested CVEC respond to Yarmouth

that CVEC tries to do the best for all members and that it cannot release the town from the

contract because it is not in the best interest of the entire cooperative. L. Argo added that CVEC

is bringing forth the Nexamp opportunity for all members who can take more NMC. C. Hanson

said it might be different if Yarmouth wanted a reduction due to behind the meter generation, but

Yarmouth is seeking better pricing at the expense of the other members. S. Wollenburg said he

anticipates problems with other members if CVEC agrees to release Yarmouth from their off-

taker PSAs. J. Checklick suggested Yarmouth provide another off-taker but they would need to

be made aware that non-members will have a steeper rate. S. Gavin said that Yarmouth has

received preferential treatment already with the Dennis/Yarmouth Regional School District

system sending all excess NMC output to Yarmouth. L. Cakounes moved the Committee

instruct our President to respond to the Town of Yarmouth’s request for release from PSA


Contracts and that at this time, that action would not be in the best interests of the Cooperative

and its members. If Yarmouth can provide participants to replace its off-taking, then we would

consider it, seconded by C. Hanson and voted by roll call vote as follows:

1. L. Cakounes, Barnstable County Yes 4. S. Wollenburg, Cape Light

Compact Yes

2. C. Hanson, Brewster Yes 5. C. McLaughlin, Barnstable

Yes

3. J. Rand, W. Tisbury Yes

Motion carried (5-0-0).

L. Cakounes recommended a copy of the letter be sent out to all members.

6. CVEC PV INITIATIVE ROUND 3 The Committee discussed the Round 3 PV Initiative and the Municipal Energy Technical Assistance

(META) Grant Reimbursement potential. There was discussion if the costs for RFP management can be

added to the RFP. There was discussion about whether Public Procurement is available to CVEC. There

was discussion about the possibility of an Intergovernmental Agreement to bring CVEC forward as the

contractor for a META Grant. There was discussion about the number of projects that will qualify for the

META grant. There was discussion about using the RFP process for a Round 3 PV Project. Atty.

Eidelman advised that CVEC has implied it would follow the processes previously used in other

initiatives. There was discussion about CVEC deciding to participate or not and, if not, to notify the

Towns interested and instructing them to proceed independently. C. McLaughlin said the methodology

for reimbursement needs to be examined and S. Wollenburg agreed that clarification is needed as to

whether the META Grant would take CVEC through the entire process including negotiations and

everything. L. Cakounes moved the Committee vote to instruct the President to continue the RFP

Preparation for Round III subject to the META Grant reimbursement and the defining of the scope of

services subject to further negotiations, seconded by J. Rand and voted by roll call as follows:

1. S. Wollenburg, Cape Light Compact Yes 4. J. Rand, W. Tisbury

Yes

2. L. Cakounes, Barnstable County Yes 5. C. McLaughlin, Barnstable

Yes

3. C. Hanson, Brewster Yes

Motion carried (5-0-0). Atty. Eidelman advised the Board that the CVEC RFP Contract provides CVEC as the middleman.

At 2:48 p.m. Atty. Eidelman disconnected from the phone

9. ACCOUNTING & BOOKKEEPING SERVICES RFP

The Form of Contract for accounting services has been resolved.

12. ROUND 1 OPERATIONAL ADDER UPDATE

L. Argo provided an up-date on the Round 1 Adder. C. McLaughlin asked if CVEC should consider a

similar carport rental offer that has been offered to the towns at $10/space.

At 2:57 pm S. Wollenburg disconnected from the telephone.

At 2:58 pm S. Gavin left the meeting.

13. EXECUTIVE SESSION TO CONSIDER EXECUTIVE SESSION MEETING MINUTES

The Committee did not enter into Executive Session because the only matter was to consider Executive

Session Meeting Minutes. C. Hanson moved to approve the May 14, 2015 Executive Committee

Executive Session Meeting Minutes in Open Session as presented, seconded by L. Cakounes and voted by

roll call as follows:

1. L. Cakounes, Barnstable County Yes 3. C. McLaughlin, Barnstable

Yes


2. C. Hanson, Brewster Yes 4. J. Rand, W. Tisbury

Abstained

Motion carried in the affirmative (3-0-1)

Respectfully submitted,

Liz Argo


Executive Committee


Friday, December 4, 2015

The Executive Committee of the Cape & Vineyard Electric Cooperative, Inc. met in Open

Session on Friday, December 4, 2015 at 10:30 a.m. in the Commissioner’s Meeting Room,

Superior Court House, 3195 Main Street, Barnstable MA 02630

EXECUTIVE COMMITTEE MEMBERS PRESENT WERE: 33. Charles McLaughlin, President/Director/Executive Committee Member, Barnstable

34. Jennifer Rand, V. President/Member-at-Large Executive Committee Member, W. Tisbury – remotely

by telephone

35. Leo Cakounes, Director/Executive Committee Member, Barnstable County

36. Austin Brandt, Director/Executive Committee Member, Cape Light Compact

37. Charles Hanson, Director/Clerk/Member-at-Large Executive Committee Member, Brewster

MEMBERS OF BOARD OF DIRECTORS PRESENT: Joseph Bayne, Treasurer/Director/Executive Committee Member, Eastham – remotely by telephone

Steven Gavin, Director, Yarmouth

STAFF PRESENT: Liz Argo, Manager Programs & Administration @ 10:50 a.m.

Karen Loura, Administrative Assistant

OTHERS: Tammy Glivinski, Glivinski & Associates

1. CALL TO ORDER

Pres. McLaughlin called the meeting to order at 10:40 a.m. stating that the Meeting

Notice/Agenda had been duly posted pursuant to the Open Meeting Law on December 2, 2015

@ 8:55 a.m. on the CVEC Website and exterior public meeting notice board at the Superior

Court House.


2. PUBLIC COMMENT

There were no members of the public present.

Pres. McLaughlin announced Agenda Item #10 (Discussion and possible vote on ECA Solar

LLC offer of Net Metering Credits) presentation will go to the Future Projects Committee

December 8, 2015 Meeting.

3. CONSIDERATION OF MEETING MINUTES

Due to time constraints, President McLaughlin reordered the agenda to take up Item #4

Treasurer’s Report.

4. TREASURER’S REPORT

Pres. McLaughlin reported on the December 3st Finance Committee Meeting Chaired by Barbara

Conroy. Following the meeting T. Glivinski provided a revised financial report distributed via

email this morning. She also finalized 2015 and said the books will be ready for audit within a

week.

T. Glivinski distributed the following for review and discussion: Attach to these minutes

Review of Income Statements and FY16 Budget

Financial Position Dashboard as of 9/30/15

Admin Budget vs. Actual (July-September, 2015)

Project Income & Expense (July-September, 2015)

September 30, 2015 Balance Sheet

There was discussion about the lowered legal expenses due to vendors reimbursing CVEC, and a

plan was made to revise the financials and accounting to reflect legal reimbursements as part of

legal costs. There was discussion about revising the budget over the next couple of months due

to adder revenue and legal expense. The matter will go before the Finance Committee for

consideration. C. Hanson asked if the formula for an Income budget is the Guaranteed Annual

Output (GAO) divided by 12. L. Argo answered that it was the way the budget was entered; asa

1/12th system. T. Glivinski indicated her preference is to have a better estimate of income. C.

Hanson will send a chart that gives a weighted 12 month breakdown with summer months more

productive than winter months, for example.

Pres. McLaughlin indicated the desire to off-load mechanics of invoicing and bill paying from

Barnstable County to Glivinski & Associates. J. Bayne recommended developing a plan to move

bookkeeping away from the County towards Glivinski in the future once workable bookkeeping

system is in place. T. Glivinski will develop and provide a Standard Operating Procedures

Manual and a Fiscal Policy Manual for CVEC and will send the Glossary to CVEC. L. Argo

will check for Barnstable County’s Fiscal Policy Manual and A. Brandt will check to see if Cape

Light Compact has a Fiscal Policy Manual.

Additional information will be available at the January Board Meeting. The Finance Committee

can review budget revisions in January for approval in February.


There was discussion about the different bank accounts. L. Argo explained that the “control”

account is the 3rd party account also known as “lock-box” account. J. Bayne recommended

Lockbox charges be Vendor’s responsibility for future projects utilizing the arrangement.

The accounting has been completed through October and can now be reconciled monthly. T.

Glivinski will notify the auditors that CVEC is ready for the audit. The auditors will be

responsible to amend the tax report filed in September.

5. REMOTE FILE ACCESS SERVICES AND GLIVINSKI & ASSOCIATES’ ACCOUNTING SERVICES

T. Glivinski estimated 4 additional hours of her time remains to bring the books up to date,

including working with the auditors. There was discussion about the possibility of revising

CVEC’s contract with Glivinski & Associates. Pres. McLaughlin will work with Barnstable

County Procurement. L. Cakounes moved to authorize the Treasurer and President to resolve

overage bill after consultation with Barnstable County Procurement, seconded by C. Hanson


1. C. McLaughlin, Barnstable Yes 4. C. Hanson, Brewster

Yes


Yes

3. A. Brandt, Cape Light Compact Yes

Motion carried in the affirmative (5-0-0).

T. Glivinski said she will provide names of General Council Attorneys who she could

recommend to CVEC. These are attorneys who work with non-profit organizations.

C. McLaughlin said discussion about forming a separate Audit Committee will be added to the

next meeting agenda. He said membership would consist of members who are not currently

serving on the Executive Committee or Finance Committee.

6. NEXAMP POWER SALES AGREEMENT WITH CVEC AND ON CVEC’S POWER SALES

AGREEMENT WITH OFF-TAKER PARTICIPANTS INTERESTED IN NEXAMP’S NET METERING

CREDITS.

Tabled.

7. NEXAMP’S KILOWATT HOURS OF NET METERING CREDITS.

L. Argo reported the Town of Yarmouth responded that they would participate in the Nexamp

Net Metering Credit Distribution and requested 200,000 kWh minimum and would not

participate for less than 200,000 kWh. She provided calculations of distribution based upon those

requests received and reviewed various scenarios with the Committee. The amount of NMC

expected from Nexamp is 874,400 kWh. The Towns of Chatham, Chilmark and Yarmouth each

increased their request above their original amounts. C. Hanson said the matter is going before

Brewster Selectmen on December 9th and asked if there is a plan in the event the Selectmen opt

out of this proposal. He agreed to try to determine the level of Brewster’s support.

There was discussion about CVEC continuing to distribute NMC based on established

percentages or shifting to accommodating requests and making separate arrangements going

forward. Both L. Cakounes and C. Hanson agreed they are not in support of customizing for


individual members believing as a Cooperative, CVECoffers should be evenly based on a

percentage basis.

L. Argo reported on a previous policy of the Board to provide the full amount requested if

request was below 100,000 kWh to offset the legal expense involved with contract review. Pres.

McLaughlin recommended the members use a single town attorney to review contracts to save

legal expenses for smaller opportunities.

J. Rand said she is not in support of providing for one town to the detriment of others. If

Brewster chooses to opt out, their percentage will be re-allocated. She noted if both Yarmouth

and Brewster opt out there is still a greater appetite than the amount available.

At 11:45 p.m., C. Hanson left the meeting to attend the Brewster Energy Committee Meeting.

The ratios for distribution of net metering credits are established when a Towns pledge capacity

and the policy has been to develop ratio’s based upon amount of request at the time. It was noted

that Monomoy School District is not a member of CVEC. L. Cakounes moved the Board vote to

approve a distribution ratio of pledged capacity vs available net metering credits to all off-taker

participants in the Nexamp Distribution opportunity, seconded by A. Brandt. C. McLaughlin

suggested the policy be restated in January and that an example of how it works also be

provided. The Board then voted by roll call as follows:

1. C. McLaughlin, Barnstable Yes 4. J. Rand, W. Tisbury

Yes

2. L. Cakounes, Barnstable County Yes



S. Gavin indicated he will seek clarification from the Yarmouth Selectmen.

The Executive Committee was previously authorized to execute the Nexamp Contract by vote at

the 11/19/15 Board meeting.

8. UPDATE ON CVEC ROUND 1 ADDER

L. Argo reported on her meetings with Dukes County, Harwich and Edgartown in seeking their

agreement to pay an adder to help fund bookkeeping, accounting, management, and expenses

incurred in CVEC future projects.. C. McLaughlin reported on resistance to the adder by the

Council in Barnstable. He said a solar carport project at Barnstable High School and the Airport

would generate significant income capacity. There will be a discussion next week with the

Future Projects Committee and he will seek approval at that time. He said former Pres.

Checklick sought a 3-year commitment from Barnstable and he decreased the request to two

years. He asked if CVEC would accept a one-year commitment if Barnstable would agree. He

said he is willing to seek Council approval and invited Board members to accompany him.

L. Argo left the meeting at 11:45 am.

Pres. McLaughlin will add an alternative budget, interim request and available remedies to the

next meeting agenda for discussion.

Pres. McLaughlin reported he approached Attorney Kevin Batt to inquire the level of interest to

replace BCK Law and provide general legal services to CVEC. Atty. Batt is unable to represent


CVEC since he represents Barnstable Fire District and Martha’s Vinneyard Airport. He

mentioned that he represents a client who seeks to sell NMC to CVEC offering an initial price of

11.5 cents/kWh. This request will be referred to the Future Projects Subcommittee to further

explore.

A possible Centerville, Osterville, Marstons Mills (COMM) Fire District opportunity and a

search for municipal property to develop a large project to make energy available to non-profits

organizations will also be referred to the Future Projects Subcommittee.

9. LEGAL SERVICES

There was discussion about seeking Special Council and issuing a Request for Proposals. Pres.

McLaughlin offered to draft an RFP for distribution to the Executive Committee and solicit

input/comment. Once finalized, he will work with L Argo and Barnstable County Procurement.

3. CONSIDERATION OF MEETING MINUTES

The Committee considered the May 14, 2015 Executive Session Meeting Minutes. L. Cakounes

moved the Committee vote to accept the minutes as presented, seconded by J. Rand and voted by

roll call vote as follows:

1. C. McLaughlin, Barnstable Yes 3. A. Brandt, Cape Light Compact

Abs


Yes


The Committee considered the June 11, 2015 Open Session Meeting Minutes. L. Cakounes

moved the Committee vote to accept the minutes as presented, seconded by J. Rand and voted by

roll call vote as follows:


Abs


Yes


The Committee considered the September 30, 2015 Open Session Meeting Minutes. L.

Cakounes moved the Committee vote to accept the minutes as presented, seconded by J. Rand



Abs


Yes


The Board of Directors’ next meeting will take place on January 14, 2016.

ADJOURNMENT

At 12:35 p.m., L. Cakounes moved the Board vote to adjourn, seconded by A. Brandt and voted

by roll call as follows:

1. C. McLaughlin, Barnstable Yes 4. J. Rand, W. Tisbury

Yes





Respectfully submitted,

Karen E. Loura

Administrative Assistant












Managing Projects and KWH caps Excerpt from December 4 2015 Executive Committee Meeting Minutes:

“There was discussion about CVEC continuing to distribute NMC based on established percentages or

shifting to accommodating requests and making separate arrangements going forward. Both L. Cakounes

and C. Hanson agreed they are not in support of customizing for individual members believing as a

Cooperative, CVEC offers should be evenly based on a percentage basis.

L. Argo reported on a previous policy of the Board to provide the full amount requested if request was

below 100,000 kWh to offset the legal expense involved with contract review. Pres. McLaughlin

recommended the members use a single town attorney to review contracts to save legal expenses for

smaller opportunities.

The ratios for distribution of net metering credits are established when a Town pledges capacity. The

policy has been to develop ratio’s based upon amount of those pledged requests at that time. L. Cakounes

moved the Board vote to approve a distribution ratio of pledged capacity vs available net metering

credits to all off-taker participants in the Nexamp Distribution opportunity, seconded by A. Brandt.

C. McLaughlin suggested the policy be restated in January and that an example of how it works also be

provided.

The Board then voted by roll call as follows:

1. C. McLaughlin, Barnstable Yes



4. J. Rand, W. Tisbury Yes

Motion carried in the affirmative (4-0-0).”

Example:

The Executive Committee was previously authorized to execute the Nexamp Contract by vote at the 11/19/15 Board meeting.





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