Board of Directors
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Board of Directors Meeting Date June 28, 2019 Board of Directors Mary Sotos Binu Chandy Deputy Commissioner of Energy, Deputy Director, DEEP DECD Betsy Crum Shawn Wooden Former Executive Director, Women’s Treasurer, State of Connecticut Housing Institute Thomas M. Flynn Matthew Ranelli, Secretary Managing Member, Coral Drive Partners LLC Partner, Shipman & Goodwin LLP Eric Brown Kevin Walsh Senior Counsel, CT Business & Industry GE Energy Financial Services’ Power and Association Renewable Energy John Harrity President, Connecticut State Council of Machinists June 21, 2019 Dear Connecticut Green Bank Board of Directors: We have a regularly scheduled meeting of the Board of Directors scheduled on Friday, June 28, 2019 from 9:00 to 11:00 a.m. in the Colonel Albert Pope Board Room of the Connecticut Green Bank at 845 Brook Street, Rocky Hill, CT 06067. On the agenda we have the following items: - Consent Agenda – review and approval of prior meeting minutes for April 26, 2019 and extension of previously approved C-PACE transactions. Also, included is a report-out for Q1 through Q3 of our Loan Loss Framework. - Committee Recommendations – the Budget & Operations Committee will be recommending the review and approval of the FY 2020 targets and budget for the Green Bank. We have provided a memo summarizing the key elements of the targets and budget, along with a cash flow analysis (coming June 25th). You will also see a memo that summarizes the progress made on our Sustainability Plan from the organizational restructuring that ensued following the “sweeps” in December 2017. And we will also propose an adjustment to the FY 2019 budget so that the budget to actuals better reflect the situation. - Financing Programs –renamed from “Investment Business,” we have a C-PACE transaction, C- PACE financing facility with Amalgamated Bank, and an expansion of the SBEA program in partnership with Eversource Energy to support state and municipal facilities that we are seeking your review and approval on. These materials are coming on June 25th. - Other Business – I would like to provide you an overview of our Comprehensive Plan – Fiscal Year 2020 & Beyond for review and approval on July 18, 2019. Take a look at the draft work in progress (coming on June 25th) for the Comprehensive Plan (and a presentation) included in your materials – thank you all for your feedback! And lastly, we will provide you with an update on the 2019 legislative session and if we have time share other business. If you have any questions, comments or concerns, please feel free to contact me at any time. Until then, enjoy the Travelers Tournament this weekend! Sincerely, Bryan Garcia President and CEO AGENDA (REVISED) Board of Directors of the Connecticut Green Bank 845 Brook Street Rocky Hill, CT 06067 Friday, June 28, 2019 9:00-11:00 a.m. Staff Invited: Craig Connolly, Mackey Dykes, Brian Farnen, Bryan Garcia, Bert Hunter, Jane Murphy, Selya Price, Eric Shrago, and Kim Stevenson 1. Call to order 2. Public Comments – 5 minutes 3. Consent Agenda – 5 minutes a. Meeting Minutes from April 26, 2019 b. C-PACE – Prior Approval Extensions c. Approval of Loan Losses Below $100,000 and No More in Aggregate than $500,000 4. Committee Recommendations and Updates – 45 minutes a. Budget & Operations Committee – 45 minutes i. Proposed Adjustment to FY 2019 Budget ii. Approval of FY 2020 Budget and Targets 5. Financing Programs Updates and Recommendations – 10 minutes a. C-PACE Transaction – Ivoryton 6. Other Business – 30 minutes a. Comprehensive Plan – FY 2020 and Beyond b. 2019 Legislative Session Update c. Other Business 7. Adjourn Join the meeting online at https://global.gotomeeting.com/join/146922829 Or call in using your telephone: Dial (872) 240-3311 Access Code: 146-922-829 Next Regular Meeting: Thursday, July 18, 2019 from 9:00-11:00 a.m. Connecticut Green Bank, 845 Brook Street, Rocky Hill, CT RESOLUTIONS Board of Directors of the Connecticut Green Bank 845 Brook Street Rocky Hill, CT 06067 Friday, June 28, 2019 9:00-11:00 a.m. Staff Invited: Craig Connolly, Mackey Dykes, Brian Farnen, Bryan Garcia, Bert Hunter, Jane Murphy, Selya Price, Eric Shrago, and Kim Stevenson 1. Call to order 2. Public Comments – 5 minutes 3. Consent Agenda – 5 minutes a. Meeting Minutes from April 26, 2019 Resolution #1 Motion to approve the meeting minutes of the Board of Directors for April 26, 2019 b. C-PACE – Prior Approval Extensions Resolution #2 WHEREAS, pursuant to Conn. Gen. Stat. 16a-40g (the “Act”) the Connecticut Green Bank (“Green Bank”) is directed to, amongst other things, establish a commercial sustainable energy program for Connecticut, known as Commercial Property Assessed Clean Energy (“C- PACE”); WHEREAS, pursuant to the C-PACE program, the Green Bank Board of Directors (the “Board”) had previously approved and authorized the President of the Green Bank to execute financing agreements for the C-PACE projects described in the Memo submitted to the Board on June 28, 2019 (the “Finance Agreements”); WHEREAS, the Finance Agreements were authorized to be consistent with the terms, conditions, and memorandums submitted to the Board and executed no later than 120 days from the date of Board approval; and WHEREAS, due to delays in fulfilling pre-closing requirements the Green Bank will need more time to execute the Finance Agreements. 1 NOW, therefore be it: RESOLVED, that the Board extends authorization of the Finance Agreements to no later than 120 days from June 28, 2019 and consistent in every other manner with the original Board authorization for the Finance Agreement. c. Approval of Loan Losses Below $100,000 and No More in Aggregate than $500,000 4. Committee Recommendations and Updates – 45 minutes a. Budget & Operations Committee – 45 minutes i. Proposed Adjustment to FY 2019 Budget Resolution #3 WHEREAS, the Connecticut Green Bank (Green Bank) staff has assessed financial performance, as well as use of resources year to date, WHEREAS, the net impact of the proposed adjustments to the budget are minimal and reflect a clearer picture of the activities over FY 2019, NOW, therefore be it: RESOLVED, the Green Bank Board of Directors (Board) approves the adjustments to the Fiscal Year 2019 budget as outlined in the memorandum to the Board dated June 28, 2019. ii. Approval of FY 2020 Budget and Targets Resolution #4 WHEREAS, on June 12, 2019 the Connecticut Green Bank (Green Bank) Budget and Operations (B&O) Committee recommended that the Green Bank Board of Directors (Board) approve the Fiscal Year 2020 Targets and Budget; and WHEREAS, the members of the B&O Committee recommends that the Board authorizes Green Bank staff to enter into or extend the professional services agreements (PSAs) currently in place with the following, contingent upon a competitive bid process having occurred in the last three years (except Cortland Capital Services and Inclusive Prosperity Capital): I. Adnet Technologies, LLC II. Clean Power Research, LLC III. Cortland Capital Services IV. CSW, LLC V. Inclusive Prosperity Capital VI. Locus Energy LLC VII. ReCurve Analytics, Inc. VIII. Sustainable Real Estate Solutions, Inc. For fiscal year 2020 with the amounts of each PSA not to exceed the applicable approved budget line item. 2 NOW, therefore be it: RESOLVED, that the Green Bank Board hereby approves: (1) the FY 2020 Targets and Budget, and (2) the PSAs with the 8 strategic partners listed above. 5. Financing Programs Updates and Recommendations – 10 minutes a. C-PACE Transaction – Ivoryton Resolution #5 WHEREAS, pursuant to Section 157 of Public Act No. 12-2 of the June 12, 2012 Special Session of the Connecticut General Assembly and as amended (the “Act”), the Connecticut Green Bank (Green Bank) is directed to, amongst other things, establish a commercial sustainable energy program for Connecticut, known as Commercial Property Assessed Clean Energy (“C-PACE”); WHEREAS, the Green Bank Board of Directors (the “Board”) has approved a $40,000,000 C-PACE construction and term loan program; WHEREAS, the Green Bank seeks to provide a $1,135,301 construction and (potentially) term loan under the C-PACE program to The L.C. Doane Company, the building owner of 110 Pond Meadow Rd., Ivorytown, Connecticut (the "Loan"), to finance the construction of specified clean energy measures in line with the State’s Comprehensive Energy Strategy and the Green Bank’s Strategic Plan; and WHEREAS, the Green Bank may also provide a short-term unsecured loan (the “Feasibility Study Loan”) from a portion of the Loan amount, to finance the feasibility study or energy audit required by the C-PACE authorizing statute, and such Feasibility Study Loan would become part of the Loan and be repaid to the Green Bank upon the execution of the Loan documents. NOW, therefore be it: RESOLVED, that the President of the Green Bank and any other duly authorized officer of the Green Bank is authorized to execute and deliver the Loan and, if applicable, a Feasibility Study Loan in an amount not to be greater than one hundred ten percent of the Loan amount with terms and conditions consistent with the memorandum submitted to the Board of Directors dated June 25, 2019, and as he or she shall deem to be in the interests of the Green Bank and the ratepayers no later than 120 days from the date of authorization by the Board of Directors; RESOLVED, that before executing the Loan, the President of the Green Bank and any other duly authorized officer of the Green Bank shall receive confirmation that the C-PACE transaction meets the statutory obligations of the Act, including but not limited to the savings to investment ratio and lender consent requirements; and RESOLVED, that the proper the Green Bank officers are authorized and empowered to do all other acts and execute and deliver all other documents and instruments as they shall deem necessary and desirable to effect the above-mentioned legal instruments.