 Good evening, everyone, and welcome to the February meeting with the Board of Electric Commissioners in Burlington. We meet every second Wednesday of the month at 5.30, currently online, but hopefully eventually back at 5.85. The public is always welcome with these meetings, and for those of you who will see this afterwards, be reminded that you're always welcome with these meetings and your concerns and thoughts and stuff to share with us, and the department are always welcome. So with that, we'll start with the first item on the agenda, which is the agenda. Do we have any changes or anything that people would like to make to the agenda? Hearing none. Hold on. This is Bob. I had a correspondence with Gabrielle about lighting. I said, should it be an agenda item? She said she thought so, and then it didn't appear, and I think that's okay. So if we can just say a few things about it in comments, I won't advance it as an agenda item at this point. This sounds good for all agreement to that. Great. All right, with no changes to the agenda, we'll move on to the second item, which is the minutes of January 12th, 2022. If anybody has any clerical changes or anything like that, I would ask you to forward it to the clerk, but if there are any substantive changes or anything like that, then I would entertain those right now. Otherwise, I would entertain a motion. Okay, I have one or two actually. Go ahead. When we were talking about lighting, I did bring up the idea of sovereign immunity. I had to get a definition from Paul about that, which was referred to the power of the city to do things like change lighting without any liability. So I guess I would add, more or less at the top of page five in my packet, that Bob Herendine drew attention to sovereign immunity and what that meant about responsibility for lighting on the part of the city. And I also drew attention to the fact that a number of communities in Burlington had actually reduced the number of lights they had by a large amount. And if you want, I can type that up. But if you've got what you need, that's good. I think I have what I need, Bob. What I'll do is I'll type it up and I'll send it to you. All right, thanks. Thank you. Okay, and then I had another comment. Small one, but I just want to be sure. On page six, the last paragraph before the heading six. The ordinance is now fully enacted. We'll have to identify the first cohort of buildings that will need to comply. Properties that are at the 90,000 plus BTQ per square foot per year. I think what that's supposed to say is that use less than or equal, sorry, that use greater than 90,000 BTUs per square foot per year. It's just a verb or something missing there. Okay. Thank you. Okay, that's all. Anybody else? All right, then I will entertain a motion. I move that we accept the minutes as amended. Second. We have a motion and a second discussion on the motion. Hearing none, I'll call the roll. Commissioner Shagnan. Aye. Commissioner Herendine. Aye. Commissioner Modi. Aye. Commissioner Whitaker. Aye. Thank you. Thank you. We'll move on to item number three and tonight's agenda, which is public forum. This is a time for anyone who might be joining us either by phone or by teams here to bring up suggestions, concerns, kudos, whatever. This is your time to speak. As always, we encourage the public to join us here and speak your mind. So this is that plan. Do we have any members of the public that would wish to come and speak to the board? At this time, there are not any members from the public. None. Well, that's too bad. And anyway, I still want to remind all of you that are going to see this later on on Channel 17 that we always, second Wednesday of the month, 5.30, right here. Please join us. We welcome your input. Thank you. So moving on, commission corner. It's a point where commissioners have an opportunity to say what's on their mind or bring up any topics of concern or something that's happened in the last month or so. And I yield the floor to whoever would like to speak. Okay. Well, two points. First of all, thank you for my NGE. I'm wearing it obviously right now. I also had a question on the highlights on page 13. I know the answer to this, but I have to ask it as usual. It's mentioned that we have supported a one air to water heat pump. And of course, I'm interested in those in residential applications, as though I understand typically that isn't done. So my question would be, was that one instance a commercial application? And somebody will tell me sometime. Page 13 of the highlights. Number of air to water heat pumps to date, number one. Yeah, it's the first one that I think we've had in there. I think that we can follow up with Chris Burns' team to figure out if it was residential or commercial. I don't want to hazard a guess on the spot. Most of those rebates in that section are residential, but I want to make sure that that's accurate before we get back to you. So we'll do that. Okay. Thank you. And then back to this question of lighting, we had a presentation on lighting last time and a public comment and learned updates have been implemented as the recommendations from the IES have come in over the years, but I wasn't totally up to speed for sure. And Munir had even suggested possibly reinstituting the logging committee, which I was involved in way back in 2014-ish, and I got my notes out this week and my gosh, a lot of stuff was said and I'd forgotten almost all of it. Anyway, there is kind of a question in my mind of updating stuff, not only what comes out of the IES, which is the Eliminating Engineering Society, but what's come out of the consultants out there who we found back in 2014 were pretty bold in their pronouncements about how to do lighting right. But at that time there hadn't been really a hard experimental backup publications and journals and all that. So there's some history that might be checked on, not just the IES. And I'll be interested in the future, your future, what we decide about that, if anything. I would offer to the chair if it's the appropriate time. I know Andy Elliston is on and happy to provide a brief update relative to the conversation that took place at the last meeting. If now is a good time, he could certainly jump in or whatever your preference. Well, if any, let's just, I'll say yes. Does anybody else have anything? If not, then let's just dovetail this into your GM update. Does anybody else have any other anything for commissioners' corner? I'll set. Cool. No, just thanks again for the vets though and the home delivery. Nice. Absolutely. So then let's dovetail that discussion into item number five on our agenda tonight, which is the general manager's update. Okay. So I'm going to yield for a moment to Andy Elliston to talk about lighting and then I'll come back in. Yeah, good evening, everyone. I wish I had more information to share, and that's part of why I didn't have an update prior to today. But as we did discuss at the last meeting, lighting is something we're always looking at. So I guess the update that I have is that just prior to the last meeting, we had reached out to IES with a number of questions about our interpretation of their guidelines, especially for residential areas, because that's been the primary concern recently. And really just for them to clarify some of the statements that they make that are a little bit, in our opinion, vague as far as reducing lighting, they did acknowledge our questions immediately and said that they were going to be forwarding them to their standards department and then the standards department would forward them to the appropriate subcommittees of IES. We didn't hear anything back from them after that so about a week later, we followed up and just said, hey, just looking for an update on our questions. If it helps, we could have a quick chat, conference call or meeting or whatever to just clarify what we're looking for. And the response that we got was just simply that we're aware of your questions. It's been forwarded to the appropriate people and we'll get back to you when we're ready. So at this point, we're awaiting a response from them with the understanding that once we hear back from them, we'll have a much better idea of where we can go from here. So that's sort of my brief update. Like I said, I wish I had more to share than that, but that's kind of where we are at this point. Okay, a quick question for you, Andy. Yes. Have you been in touch with Professor Givens who used to be, I think at Virginia Tech. Back in 2014, he was doing all kinds of research and was about to publish it on this. And also there was a consultant named Nancy Clanton. I'm not saying you should have been in touch with these people. I'm just asking if you have been. I personally have not. No, I wasn't aware of either of them. Okay. But I can certainly look into that and add that to my list of things to look at. I'll email you about it. Okay. Perfect. Thank you, Bob. Thank you. Okay. If I'll sit there, I'm happy to jump into the GM update. Okay. Thanks, Andy, for the additional info and for the due diligence with the IES. Maybe before I give an update from the report, I wanted to take a moment to introduce the commission to two fantastic new additions to the BED team who are on with us tonight. We have our new directors of IT and finance, respectively, Erica Furlan and Emily Berner on, and maybe if each of them could give a brief introduction to the commission, a little about where they're coming to us from. I think that'd be wonderful. So maybe I see Emily and now I see Erica. So, Emily, if you want to go ahead and then Erica, just an intro, that'd be great. Sure. Hi, everyone. It's nice to meet you virtually. I'm Emily Byrne. I started, when did I start? January 18th. I think that's right. Erica and I started the same day so she can correct me if I'm wrong. But so I've been on the job for about four weeks. I come from state government. I worked there for almost 10 years. I worked in the budget office in the department of finance and management. I served as the chief financial officer at the agency of education and then as the director of finance and administration for the agency of natural resources most recently. So I've sort of jumped around always in finance jobs but learned different policy areas. My four weeks, this electricity stuff is really fascinating and I'm excited to learn more and help the team. Good evening. I'm Erica Ferland. I'm the new IT director, director of IT at Burlington Electric. I have been in IT for 24 plus years. Most of those years as a consultant within the Vermont IT community. My background is mostly e-commerce and healthcare IT. And for the last four years, I've been a dedicated consultant for a local major healthcare network where I was responsible for budgeting, architecting, and deploying their infrastructure to support the epic EHR phased rollouts. I have a great team at Burlington Electric and I'm really excited to work with the entire team as we continue to do great things on IT forward and net zero initiatives. Excellent. Well, on behalf of the board, I would like to welcome both of you aboard. It's such a wonderful relief for these hardworking folks and it sounds like we get a couple of great new team members. So welcome aboard. Looking forward to working with you folks every month. Absolutely. We're very excited to have Erica and Emily with us and Emily will be doing the monthly financials soon enough. I know Emily Stebens Willock is going to do them for you tonight and Erica will join periodically when we have updates on IT items. So appreciate you both being here tonight. Before I go into the full GM update, Bob, I have a real time breaking news that it was a residential air to water heat pump. I've been able to confirm with Chris Burns. So we're very happy to see that rollout. Hopefully the first of a number that we'll see here in Burlington. So just speaking of that, I'll start there. We had a significant incentives announcement that chair Stebens joined us for a virtual press event on the 27th. Our website's been updated. We have our new and expanded incentives for 2022 that are out. These are made possible really because of the revenue bond providing the funding to support continued expanded options for us with rebates and incentives, creating the liquidity to do that. And then also because of our state authority under the renewable energy standard and as an efficiency utility under Act 151. So, you know, we have new incentives for electric motorcycles, lawn equipment like electric trimmers and chainsaws, new riding and push lawnmower incentives and new charging station programs, including a dedicated effort to expand charging in the multifamily and rental building area. We also have expanded significantly our electric vehicle and plug in hybrid incentives for electric vehicles. Now for our low moderate income customers, we can get up to 2900 from Burlington Electric rebates combined with state rebates that I believe can run up to 4000 and federal tax incentives that run up to 7500. So there's quite a package of incentives there between the utility, the state, the federal government that we can bring to bear to support deployment. We've also increased our plug-in hybrid, our pre-owned EV and plug-in hybrid incentives, our heat pump water heater incentives. And one additional important change is we've had the residential off-peak charging rate where you can charge up during the hours of 10 p.m. to noon and get a very discounted rate for your charging. We've offered rebates of $400 previously only to folks who have gotten new electric vehicles. Now those rebates are going to be up to $900 for folks getting a new electric vehicle, but also up to $700 for anyone who's getting a plug-in hybrid or a pre-owned EV or plug-in hybrid. So we've expanded the eligibility for folks to be able to get a rebate on a home charger, get it installed and get signed up for our off-peak rate. So we're excited about that as well. There were a couple other announcements that were part of the January 27th event. One of them is that we're going to have two town hall meetings hosted by the mayor, one of them in conjunction with VECAN, which is the state organization that really manages the town energy committees. VECAN, which is part of VNRC, is going to help host with the mayor an event on the 30th of March with rewiring America and Sol Griffith. This is a national organization that really supports strategic electrification initiatives. Sol Griffith was the virtual keynote speaker at the Renewable Energy Vermont Conference last year and is well known for supporting electrification and analysis that really fits with what we're doing here in Burlington. And then on the 6th, I believe of April, we're going to have an additional town hall focused on, with MIT, a model called the NROADS climate change model that really looks at different options for climate carbon reduction and abatement and how they contribute to meeting the goals that have been outlined in the Paris Agreement internationally. And within that, certainly a number of the things that we're doing here in Burlington, such as strategic electrification, play a critical role. So the mayor is going to be hosting that event as well. And then lastly, kind of rolling into the legislative update, we focused a bit on the charter change, which was voted on by voters in Burlington on Town Meeting Day 2021 and was passed. The legislature has been taking testimony in the House Government Operations Committee on our thermal energy charter change. I've joined the committee twice. We've had others in to talk about it. City Councilor Sarah Carpenter and folks from V-PURG and Renewable Energy Vermont as well. I believe the committee was considering potentially voting on that this week. And if it's successful, then it could come to the House floor in the next week or more. So we certainly talked about that at the January 27th event as well and wanted to note for the commission that that's something that may be moving in the legislature. I know that we talk often about district energy. I wanted to give a brief update there. We had a very productive meeting with UVM Medical Center recently. We have a follow-up meeting scheduled for later this month. And our goal remains to try to wrap up the phase three work by the end of the first quarter of 2022. So my goal if everything goes according to plan and there are still some meetings we need to have scheduled with the University of Vermont and some other meetings as well and some additional work would be to provide an update to the commission during our April meeting, if at all possible, with a wrap-up on phase three and a proposed outline for how we're going to proceed relative to the project. The only other development there is that we've found a Department of Energy FOA funding opportunity that could be relevant to the district energy project and we're exploring that this would be on top of any congressionally directed funding that might be available if Congress moves the appropriations legislation that Senator Lay he had included funding in. So more to come on so more to come on district energy likely in April. Also similar timing likely in April will be able to provide an update on the Synapse Roadmap 2021 data. We're working on that now with Synapse and we should have the 2021 data updated in time to share for the April meeting. So I'll keep you posted on that. I know we've got some agenda items relative to the revenue bond this evening so I'll hold on that other than to say that we're actively working through the process of getting prepared to issue the revenue bonds and we have part of that process happening here tonight. I know we have Thomas Maloney with us and Kathy to talk through those issues along with our team. And then lastly I did want to highlight for the commission that we are taking a new approach as a result of some feedback from an employee engagement committee on the Innovation Cup which the commission is familiar with each year. We've tried to recognize an employee with the Innovation Cup. I think we're calling it more like the innovation corner now. We're trying to recognize employees on more of a monthly basis or more frequent depending on the need who are taking innovative steps to help improve our operations, reduce fossil fuel use, demonstrate leadership by example. We had one such example recently. One of our line workers Andrew Watson who actually has just been promoted to working crew leader had met with us to suggest that we could replace our gasoline powered saws with electric battery powered saws both for our chainsaws and our telescoping saws that there would be safety and environmental benefits to doing so. Andrew had taken this step in his own life with support from our NetZero employee program and we were able to fund part of that initiative this year. So we have new electric saws for the crews for some of the trucks this year and we're going to fund the rest of it in the coming year. But it's a great opportunity for us to have engagement from the entire organization, everybody seeing how they can play a role in supporting NetZero from the line crew and elsewhere. So our hats off to Andrew and the entire line crew for embracing that change and helping to lead. And with that I will pause, glad to answer any questions. Questions from commissioners. No, that's a lot of stuff. It's all great. All right. Hearing none, we'll move on to financials and Emily. Take it away. Hi. Good evening, everyone. Let me share my screen. Okay. So reviewing financial results for December FY 21, we had net income in the month of sorry, net loss in the month of $63,000 compared to a budgeted net loss of $417,000. So we improved versus budget by $355,000. Factors contributing to those results for December. My notes organized here. Sales to customers were unfavorable, but only about by $90,000, which is 2% overall versus budget from the month. Interestingly, and rather happily year to date, even with a pandemic continuing, we are 0.42% below budget for sales to customers revenues, which is to say pretty much on budget. So we're happy with the assumptions that we made for FY 22, neither being too conservative nor too rosy so far at least. In other revenues, results were down $53,000 compared to budget. Most of that due to EU revenues being below budget. December was not a rec delivery month, so no rec revenues received or expected in December. Moving to the expense side. Power supply expenses overall were $242,000 better than budget. Fuel was a factor in that. McNeil ran about a week less or 14% less than budgeted due to an outage early in the month and then was able to get online and run for the remainder of December. So we had some fuel savings. We also had some transmission savings in December, mostly from the Velco common agreement. Operating expense other than power supply was also favorable to budget by $276,000. Timing, a number of vacancy savings, and other miscellaneous savings making up that amount. And then the other really significant thing here is in the other income, $113,000 below budget. Most of this due to lack of customer contributions to capital projects as budgeted. So overall for the year to date, we are $198,000 below budget with an actual net income of $2.1 million. I'm going to go down now to the capital cash and metrics page. Capital spending year to date is at 26% of the budget. If you take out the $1.1 million in transmission, equity investment, however, which we've decided to defer until FY23, we're really more about 30% of budget for the remaining capital plant items. We are continuing to see, I'll just mention, I know long lead times and delays for materials. And I know engineering in particular for the distribution projects are actively managing that project pipeline and seeking to reshuffle projects to maintain an active schedule and continue the maintenance program and upgrade program. On cash, we are at $9.474 million as of December 31st. That is about $1 million, just over $1 million over budget for cash levels for December. The debt service coverage ratio was well above the bond component of 4.8. Adjusted debt service coverage ratio for the month was 1.27. We're at a three-year average right now of 0.93, so creeping up slowly. And cash coverage, 129 days cash on hand. Any questions for me? It seems, it's Bethany, it seems like it's getting better. But I think you said last time that you count the sales even if you haven't collected on them, right? If people have outstanding bills? That's right. And we're going to be meeting actually later this week to discuss our plan for dispersing the ARPA funds that we've received for the city and working to clear customer rearages in conjunction with beginning to restate our typical disconnection policies later this spring. And then that will bolster that cash balance because you're correct. We have counted the revenues, but we have not yet received the cash, which isn't reflected in the cash balance at this point. Right, because it feels like everything looks really great, which is, you know, but there's a story that's a little bit hidden by the reporting. So yeah, I just wanted to check in on that. Rearages are still sitting at a million dollars as opposed to somewhere around a quarter of a million, which is the usual ballpark figure. So there's 750 right there. Yes. I think just for the commission's benefit, when we go to January financials next month, January was an extraordinarily expensive month for the region in terms of power supply. Number of the regional prices were quite high. Of course, we have mitigation against that. In particular, we ran McNeil essentially 24-7 during the month of January. We were prepared for that. It's helping to offset regional reliance on natural gas, coal, and oil during these cold winter months as a renewable resource. So it's likely you'll see an impact, a positive impact from that in the January financials, whether that's sustained through February-March really depends on the weather and some other things. But you may see a little bit of a variance that may not have been expected based on that, although it's good planning on the part of our team to be prepared to run in that type of way. Any other questions from commissioners? No, thank you. Thank you, Emily. All right, well, we'll move on to the next number seven on our list here, the revenue bond resolution and vote. Again, Emily, I guess. Absolutely. Would it be helpful for me to share a screen to go through the resolution or are you able to follow along on your packets? I think sharing a screen would be great. I know I've certainly had that would be helpful for me because some of that was a little brain aching. You bet. Completely understandable. All right, so I will do just a brief overview here and then welcome to the meeting Thomas Maloney and Cathy Jo of Paul Franken Collins, who serve as City Bond Council. And they're also available here and appreciate their attendance to answer any of the more technical questions about the resolutions before you. But overall, the commission has sort of one resolution that will be adopted by the council eventually. And in that resolution, it does three things. It describes all the things we already know about the revenue bond and why we're doing it and how the voters have authorized it. And then it amends our general bond resolution, which gives us the authority from you, the Board of Electric Commissioners, to issue revenue bonds. There are two amendments, supplemental resolutions 16 and 17. I'm actually going to start with 17. That is the one that gives Darren and the Chief Administrative Officer of the City the actual authority and go ahead to issue the bonds at a price that's reasonable and with interest rate limits that defined in the resolution. The supplemental resolution 16, we've included for other reasons. It does two things primarily. One, it increases the length of time, the deadline by which we need to file audited financial statements with the bond trustee following the close of the fiscal year. Right now we have a 120 day deadline, which is often down to the wire to meet. And so we've seeking to extend that. And then this will go into effect only when two thirds of the holders of the outstanding bonds have approved this resolution. So it'll take investors who buy or this upcoming bond issuance will be bound by this resolution, but it'll take some time as we issue new bonds and older bonds mature for us to reach the two thirds threshold to make this sort of go into effect to actually change our filing deadline. And then the second thing that supplemental resolution 16 does is broaden the definition of the securities in which we can invest our debt service and debt service reserve funds. So hopefully didn't mistake anything too terribly. And I'll ask Thomas and Kathy to correct me or fill in any blanks. And then all three of us are available to take questions. If I may, I'm pleased to be back before the board of commissioners. We were here in December when the board approved reimbursement resolution after the successful vote held on December 7th. And now we're in that process of the actual bond issue and the receda funds for the net zero energy projects that the voters have approved. For the reminding the board and as well as for any members of the public that are participating or watching this after this meeting, there is a two-stage process by which bonded indebtedness can be incurred. First is the BED board of commissioners because of their role of managing the full electric department, role of setting rates and overseeing operations and doing the capital planning must first approve the issuance of the revenue bonds. And then second is the city council, the charter grants the city council the ultimate authority for incurring bonded debt. And so that is currently scheduled for February 22nd for the city council to act on this. Since the December vote, work has already been taking place in terms of some of the tax analysis and the preparation of the offering document, what's called an official statement, as well as establishing meetings with Moody's to confirm or perhaps get an upgrade on the Moody's bond rating for the city Burlington Electric Department. As Ms. Stebbins Wheelock had indicated, there are two resolutions. One is that supplemental 16 that does can be implemented with two aspects of that. One is we need the approval of assured guarantee bond insurer of a series of bonds, outstanding bonds of the electric department. And two-thirds of the voters, two-thirds of the bond holders need to approve it as well. Assured as of today, my colleague, Kathy, did obtain the consent of a short guarantee to the changes to the 180-day extension for filing the annual audit. And then the change in the permitted investment securities for debt service reserve funds held under the bond resolution that are held by the trustee. My estimate is unless you engage in some other refunding in the future, that this will all take place without having to go out to the vote to the bond holders. It'll take place in 2025. The electric department is certainly free to solicit bond holder consent earlier. That's often the time consuming and can be an expensive proposition. But we've set the groundwork to implement this and make this change. And while we might have the tight schedule of 120 days to get the final audit, extending it, well, we start now to give that additional flexibility for the Burlington Electric Department. Assuming that this board approves the financing and supplemental resolution 16 and number 17, and the city council approves it, the city will be out in the marketplace soliciting the interest rates and the bids to be able to sell the bonds. We're doing the full $20 million at the voters authorized. There was some careful consideration and weighing of whether to do series of bonds to hopefully save interest. But I think after consultation with the city's financial advisor, it's been determined it's best to do it as one issue. Interest rates are expected to be going up. And plus you have for each bond issue, you have several transaction costs. And you really don't save much in the way of money on the transaction costs side by separating it into smaller bond issues. So there are cost benefits of doing this now. And particularly since the projected capital expenditures are going to be done within a three-year time period. So that's the plan is doing the full 20 million now that the city would then have to fund all the various construction projects that have been approved by the voters. Current schedule is to sell the bonds in the middle of May after the solicitation of determining what the terms and the interest rates will be with a closing at the end of March. That's our current schedule now. The resolutions do delegate to the general manager of the electric department and more particularly the chief administrative officer of the city. The authority to determine the final interest rates, the repayment terms, the debt service schedule, that will certainly be done in conjunction with not only the general manager but with your director of financial operations and certainly with your manager of strategy and innovation both actively involved in all the terms of the bonds and the structure of the financing. There is a caveat that in the event that the what's called the total interest cost for the bonds would exceed a threshold then ultimately approval of the board of finance of the city would need to approve it. That is four and a quarter percent. Currently we expect to be certainly under the four and a quarter percent but if we do go over that four and a quarter for you know if rates move significantly from where we are now then we would have to go and get further approval from the board of finance even after the city council lacks as expected on February 22nd. So there is that sort of control additional control on the delegation of authority here. Certainly happy to answer many questions any of the commissioners I have. This is Bethany I just have a couple questions to make sure I understand it sounds like it's pretty pro forma but the extension of the 120 to 180 days you need to have a certain portion I guess I'm a little bit confused with the two-thirds of the bond holders need to have approval before you can extend it from 120 to 180 days is that right? So the bond resolution provides for amendments or supplements or any changes. There's a certain set of changes that are ministerial not material to a bond holder to an investor and those just require action by the board of electric commissioners to approve it and then a concurrence by the bonds trustee. There are other covenants that are material and the allowance for permitted investments of debt service funds and the allowance or the requirement of when you need to file your annual audited financial statements those are significant to an investor and those are the changes that require two-thirds of the outstanding bonds all done based on a dollar weighted basis. So those but the bond resolution also says you can implement these changes with the caveat that they'll only become effective once the bond holder the two-third bond holder consent has been received and when we go to sell the new 2022 series net zero energy bonds we will tip the scales yeah well it will count 20 million will count against the the total outstanding because we're going to tell the new perspective purchasers by purchasing a series 2022 revenue bond you are deemed to consent to these to these changes. The I can give you the current no I think that that's fine I just wanted to make sure that I understood a lot of the terms and the information the terms I'm not 100 familiar with and then I think the way that like a lot of information got presented quickly so I just wanted to make sure that that I understood it sounded as I mentioned pre pro forma and then so it's you're going to issue for the full 20 million all at once and then presumably that gets deposited in some investment and that's the other piece that's getting amended that's allowing you more flexibility about where you're going to invest that 20 million dollars once you get it and then you'll use it over the next handful of years that that is correct so the bond proceeds will be deposited with Zion's bank corp whose whose your bond trustee and will be held in what's called the construction fund and disbursements will will be made based upon requisitions from BED management certifying that this is a project cost we've incurred it or we're we're reimbursing ourselves for a payment we've previously made or we have an invoice that's due and payable and so we need we need the money it's it's a fairly straightforward process that there's there's not you know subject to the management that submitting the requisition certifying us to certain matters there's not a a need for an engineer or an architect to to inspect or or verify the quality of the work it's it's basically that if you believe that the amount is due and payable and it was part of the project you requisition the money you receive it and you and you pay your bills so i tell you getting more flexibility in how you could invest that 20 million dollars that then you would draw on that's that's correct plus there's also what a debt service reserve fund uh that is is held by the bond trustee that's additional security and that too there's there's money currently in that account it will need to be increased with this issuance because it's there's there are bond resolution requirements as to how that gets that that gets funded so there will be that money and this this provides additional flexibility uh for for the investment of those funds okay and as long as none of them go into like presumably they're not going to be invested in fossil fuel production or something like that are financial systems are in alignment with the agency's mission and good department's mission and goals right so that that was I was trying to get at it's hard to know exactly where the money's going but you know sometimes you invest in a mutual fund or some other financial instrument it has a lot of stuff behind it and yeah that's all the the the choice of investments uh the particular investments there is that the bond resolution adopted 1981 and provides for different categories of investments um this the addition here is basically a a money market fund that holds government securities so it's going to be mostly treasuries it's it's but there are other investments that are allowed but BED is the one that will will choose you know within the the categories which which ones to to to select so you might you know if there if there are allowances for sort of you know most most of the money is held on a short term basis the bond bond funds um uh and and so they're you're you're not going to be looking at you know long-term kind of stock funds they're they're mostly going to be short short-term instruments that that you're investing okay okay thank you thank you I can I'm sorry just to further answer commissioner Whitaker's question I can add that our debt service reserve fund now is mostly invested in us treasuries thank you okay this is bob I heard the the date 2025 what was the significance of that so so currently the BED has about 19 million of outstanding bonds 2014 series which were issued to acquire the when you ski one hydro facility in 2017 series a and series b were were refunding bonds one series was designed to save interest and done on a tax exempt basis another series was done taxable that was an amount allocable to BED's interest in the high gate converter and that had to be done on a taxable basis in 2017 in anticipation of the city selling its interest in high gate it's a joint ownership interest because it was financed with taxes and bonds you couldn't sell it to a private entity unless you paid off your bonds and so they were refinanced so the total of your ninth total of all outstanding bonds as of today is is 19 million 175 thousand with the 20 million being issued uh and assuming that you know we sell those bonds and the bondholders you know are deemed to consent to the change um your your total at that point uh is you'll have 39 million 175 thousand outstanding two-thirds is 26 million roughly and so you've got 20 million with the 2022 bonds so you need six more million of bondholders to consent and unless you go out and ask those by the time you pay off your some of the principle on the 2014 and 2017 bonds to get to that additional six million that will occur in i think july 1 of 2025 okay uh i heard you mentioned four and a quarter percent uh interest as a max it seems to me i saw four and a half percent somewhere and some of the documents we got uh like i'm not so worried about the difference i just want to be sure what uh what is the definitive statement uh i'm going to check now yeah so four and a half in several places too the resolution in the packet has four and a half a four and a half yeah four and a half percent okay uh so the uh negotiations will include a negotiation on the actual interest rates paid uh what about the length of payback is that also negotiators that is uh you know a management decision of when you when you go out we do have an overall limit under the charter of a maximum 40 year term the current plan is to have five years of interest only uh and then a 15 year principle payment so your ultimate maturity is is a 20 year 20 year term from from issuance you know i i think with consultation with you know between management and financial advisor that that seems the prudent way uh prudent way to go particularly you know when you look at the it's um you know you've got long lived assets that you're financing um and and your city charter does give that you know some flexibility so so it's as i said five years of of interest only uh and then starting in year five with uh amortizing of principle over over then a 15 year period with an ultimate maturity in 2042 okay last question uh it sounds to me like this is not a risky deal are there any uh special risks associated with this uh as with any bond issue you always have the market risks that when you go out to to sell your bonds um you know that where where the market is um market you know for municipal securities over over the particularly over the past couple of years has has remained strong there was a little you know blip a couple of weeks ago um and uh but you know seems seems to to still be continuing strong strong now so you know the risk is always the market risk that we none of us have that you know the crystal ball of being able to accurately predict the future can always predict the future but it's the accuracy no no extra special risks associated with no no not not of which that i'm i'm aware all right thank you any other questions from commissioners so i believe we have um some language here let's see if i can call it up uh i can make the motion scott go ahead please may i uh and both with apologies uh but but um uh the supplemental resolution number four 17 does reference a 4.25 percent whereas the city council represent designates a four and a half percent interest um uh if if acceptable to the commissioners if we can change recognize the change in supplemental 17 of of being corrected to four and a half percent rather than 4.25 that was stated in in the resolution that was distributed to the commissioners if that's an acceptable you know elements to the to the motion i i recommend that that be done we'll call it a typo uh so a question first of all i from what lori gave me here uh does this does the wording that you gave me that that also goes with the executive session wording for the next subject does that does that fit both resolution 16 and 17 that one that one bit of wording well um i'll ask whoever uh can can give me an answer on that was that and and whoever whatever commissioner has that that wording please go ahead and i might just i just want to make sure that it covers both the um amendments that was emailed to us right right you're holding on as the actual resolution not the not the supplements all right so it's but it encompasses the supplements as well right correct okay cool then take a swing whoever's got it okay i'll make the motion recommend the resolution as presented to the board of finance in the city council looking for a second uh number what or both or what or the whole thing the whole thing may i also if it's a considered a friendly amendment i i think as part of the resolution it's also the the board adopts uh resolutions number 16 and resolution number 17 so there there's two actions one is the adoption itself by the board of of these two resolutions and the second is the recommendation to the city council to to adopt the resolutions all right have you got that and that's what i was getting to whether or not the the the language was inclusive enough to to do what you were talking about yeah so you want to say we like it want to try that again commissioner sagnet you got that word smith thing i do not if somebody wants to start off again i think we're just going to approve 16 and 17 of the amendment is that what we're going to do as a commission and and and the in the motion and the resolution as a whole and recommend the resolution as presented to the board of finance in city council does that sound right yes that the motion to to adopt supplemental resolution number 16 and supplemental res resolution number 17 is presented to the board and recommend that the city council adopt and approve both both resolutions as well i believe that that sounds right do we have a second on that motion second seconded by commissioner herrington discussion on the motion no hearing none i will call the roll mr sagnet hi mr herrington hi commissioner moody hi commissioner stevens you're muted you're muted still muted i think you turned it on it off okay can you hear me now yes thank you uh i apologize i uh just got off the highway and the car will be checked out which is why i was so late today and i apologize but i did not hear much of the discussion uh or really any of the questions i did read through the materials but i'm going to abstain because i was unable to actually um participate in in this part of the meeting so thank you commissioner whittaker hi thank you so that's four eyes one abstention motion passes and i will uh hand the chairmanship of this meeting over to our chair stevens it's all yours vice chair moody thank you uh apologies everybody i was driving home from work and check engine light starts it just starts and then it starts blinking then i pull over and blinking is not good for what it's worth uh check the oil etc etc so anyway apologies for being uh 62 minutes late um thank you very much uh everybody for just bearing with this um so next up on the agenda is uh unless something changed did anything change when i know okay so next up on the agenda is agenda item number eight this is the moran frame project this is the expected executive session and vote um and we'll start off with general manager springer again thanks vice chair scott moody thank you chair stevens um i do think most of this discussion will take place in all likelihood in executive session um we have bill ellis uh who's our long-standing regulatory attorney uh for bed who's um helped me with this issue and we'll be uh able to join us i think for the executive session um this is i'll just state kind of what this relates to uh while we're in public session and then would defer to the commission if we want to move to executive session this relates to burlington electric uh and its potential uh liability with the moran site and the construction of the moran frame project and so we have some items we wanted to discuss relative to that with the commission and because it relates to potential financial issues and the potential um ongoing legal discussion or were you going to pass that off to bill ellis at this point this is bill ellis how was everybody this evening uh it's contractual negotiations is the basis i would suspect i'm not i haven't seen the motion that was presented but okay so well the motion will be as usual it'll be multi-part to enter into and to enter out or exit out uh is this the motion that was sent to us yet uh uh so uh there is a word document that was sent by our phenomenal clerk there is executive session wording um it starts with i move to find that premature so if anyone would like to make a motion and then we have a second part as well sure i move to find the premature general public knowledge of b ed's memorandum and understanding regarding the moran plant would clearly place the burlington electric department at a substantial disadvantage for title one section 313 a one of vermont statutes i'll second commissioner shagnan hi mr herondine you're muted mr herondine i think he's trying yep he's frozen i think nod your head you didn't even see that there he is he nodded we're also fine if we have four out of five verbal votes so please keep going clerk thank you okay commissioner moody hi commissioner stephens hi commissioner whitaker hi thank you i'll further move to enter into executive session with the burlington electric department staff and uh and invited uh attorneys or whoever needs to be there uh to discuss b ed's memorandum of understanding regarding the moran plant under provisions of title one section three 313 a one a of vermont statutes a second second mr shagnan hi mr moody hi commissioner stephens hi mr whitaker hi i'm going to try and put you guys in a breakout room i hope you guys can come back so we'll give it a try and if we if we find that we cannot come back we can always just log back in via the link that lori shared with us for tonight's overall meeting made the motion gabriel uh well we're gonna vote on the actual agenda item in a moment in public session uh but for exiting uh executive session it occurred at 705 uh commissioner moody was the first to make the motion mr herrington was the second and all were in favor to exit executive session thank you thank you uh and let's just check we have commissioner shagnan commissioner herrington whitaker myself do i see commissioner moody okay great so we're all here so for viewers we are the burlington electric commission is exiting executive session with regards to a memorandum of understanding between burlington electric department and the city of burlington um with regards to the moran plant and this material once we vote upon it will become available to the public it essentially uh sets forth uh negotiated agreement in terms of the payment of um uh addressing materials at the moran plant and for commissioners there is a word doc thank you lori our clerk for providing us the word doc with the motion if someone would like to make a motion then we can move forward with this vote i move that we uh approve the mo u uh with the city regarding environmental remediation and payments to the city as a part of our responsibility that is contained in a word document which was sent to us by lori is there a second second second mr shagnan mr herrington i mr moody mr moody i didn't say i'm there actually i see a request to join that but that's under your name i don't i don't know well send him a text okay and commissioner wetter hi thank you i don't think you asked me oh i'm sorry commissioner you're not thank you uh i mean we do have four fifths but i will check to see if he's able to call back him he may be struggling with internet technology let's just give him 30 seconds and for all of you that the next agenda item is really just uh the commissioner's corner to wrap up um raise any questions since i wasn't here at the beginning and mid part of the meeting um i won't ask my questions i will save them for later because you probably already covered them but any commissioners have any questions or comments that they oh commissioner moody just said no clue how okay um i will let him know that we are good with four out of five that vote carries us through so we can move on to the next agenda item which is as i said the commissioner's corner do any of the commissioners want to raise any items before we head off this is bob a small point uh in the uh financials there is a chart of degree days budgeted and an actual which is really useful i would like to add one extra number there i just like that chart uh to could be an additional row which talked about the deviation of the temperature from the budgeted value you can figure that out if you want to start got eight teams pardon me hello you can figure that add out on your own if you're mathematically inclined but i think it's interesting so one additional row that just says december was three degrees above budget or normal or in our case this year i think december was four four degrees above and january six degrees below so i proposed that to be it that's all thanks to the south if you're if you're able to start to add that in um i don't really know i i'm assuming scott can still vote uh we have not adjourned um lori yay if you can do that we'll call again let's just do it let's do the roll call again officially all five of us and then we'll be clear okay commissioner shagman hi commissioner herondane hi commissioner moody hi commissioner stevens hi commissioner whitaker hi thank you thank you slim sorry sorry for your frustrations yeah no a lot of people have frustrations with this particular platform um any other comments or uh issues to be raised during this last agenda item okay thank you very much uh we will adjourn it's 7 13 and have a good wednesday night thank you okay commissioner shagman hi commissioner herondane hi commissioner moody hi commissioner stevens hi commissioner whitaker hi great thank you thank you and thanks thanks to this staff thank you guys thanks for your work