[0:05] Um, I want to give it just a minute, few [0:10] minute or two more because Brian's supposed to join. [0:14] » Oh, okay. >> And he's he's got the majority of the [0:18] agenda. [0:24] He confirmed with me yesterday that he would join. You might have seen he did a [0:29] flurry of emails to everybody today. [0:40] Oh, speaking of [0:46] » Hi, Brian. >> Hey, Chuck. Sorry about that. I had to [0:50] redownload the app here on my cell phone. How are you? [0:53] » Oh, okay. Another Zoom Zoom issue. >> James, how are you? [1:02] » Doing fine, thank you. Jim works. >> Good. Good, Jim. Thank you. [1:10] » All right. So, let's see. We don't have Mr. Overheiser, looks like, [1:17] and we don't have Mr. [1:24] We'll [clears throat] [1:27] put that up in case it joins. All right, let's uh we can get started. [1:33] It's 7:03. [clears throat and cough] [1:38] First order of business is we have um the meeting minutes from last last month [1:44] and the month before. Can I have a motion to approve both of [1:48] those minutes? [1:52] » So moved. second. [1:59] All right. [2:03] Um, so way I've organized these notes uh [2:08] this this month was, you know, I put all the deep related work issues together [2:15] and then um interconnection and then, you know, some of the other issues that [2:20] are coming along. But um [2:25] um Brian sent around an email earlier. Uh I've integrated that into here. Um [2:32] but there's a few other additional questions I wanted to [2:35] » ask um while you're here, Brian. I'm not holding out much hope for this, [2:41] but >> did any additional doc documents surface [2:44] in from the deep file room? Uh, >> you know, perhaps our asbuilt diagram or [2:51] anything like that? >> No, not yet. [2:55] And um part of the notes there indicated that we're going to be working with [3:01] Lorero engineers and part of the initial scope there will [3:06] be geotechnical analysis. So, we'll understand what the existing [3:12] cap conditions look like and formulate a plan and work with Deep on that plan. [3:17] Um, all in all, I I think we'll really be able to have something submitted to [3:23] Deep by the end of July, which would be a a pretty good effort right now based [3:28] on where we are. um which gets us into early next year for an approval from [3:34] Deep Q1 on their six-month timeline. >> Right. [3:39] » So that that'd be a that'd be a pretty good result based on what we're seeing [3:42] from deep right now to be honest. >> And we had a fair amount of discussion [3:47] about that in our last ATF meeting. And um the question came up, you know, what [3:52] can we as a task force or a town do to try [3:57] um accelerate the timeline? Yeah. So, that's a great question. Um, I [4:03] think it starts with us getting the full package submitted to Deep. Then from [4:09] there, I think advoc advocacy from the town could certainly help. But until we [4:15] have a package submitted and received by Deep, um, you know, there's no need in [4:20] really trying to, uh, push them along or or rush them, you [4:24] know. So I think once we have something submitted and obviously we'll keep you [4:28] guys in the loop every step of the way. I think from there some outreach from [4:32] the task force to the town would be good for sure. [4:35] » So who would and what what form would that take? [4:41] » Could be as simple as emails to start. Um and I will pull those individuals [4:45] their contact information off of the email. And you got that email [4:51] too from Darren Wright I believe at deep opd office of permit planning [4:58] development where he summarized who was on the call and and what their roles [5:03] were. It's the solid waste division that we submit the post closure use [5:09] authorization to. [5:15] We were even thinking of uh you know contacting our our state representative. [5:22] Um I don't know if they anything like that is have you seen anything like that [5:28] proven prove effective in the past? >> It could be. Yeah, it could be. It it [5:33] kind of just depends on, you know, if um if that representative has any [5:39] relationship with deputy commissioners at Deep or anyone at Deep and [5:44] management, you know, to kind of just let them know, hey, you know, we're this [5:47] is a project for the town and we're trying to keep it on track and when [5:52] we're on our pre-application call, Deep mentioned they were underst staffed and [5:56] it's going to take longer than anticipated. So, we're just trying to [5:58] understand how to move that along. Um, the other thing, the other change that's [6:03] going on, not sure if you guys have seen it, um, the deep commissioner is [6:08] stepping down at the end of this month and Emma Simino is stepping in as acting [6:14] commissioner appointed by the governor. So, that's Katie Dykes who is stepping [6:19] down at the end of June and Emma Samino stepping into that active commissioner [6:24] role. Um, you know, we'll see. We'll we'll see [6:28] what that brings. I'm sure she's going to want to kind of make a statement and [6:33] maybe things will go smoother than we expect, right? What better than as a new [6:38] commissioner to start pushing out permits on time or ahead of schedule? I [6:44] mean, I know that's optimistic, but that's how I'd think about it at least. [6:49] So you're saying if we if we get something into deep by July and [6:54] everything goes smoothly, we're looking at possibly January for an answer from [6:58] them. >> Correct. Yeah. On the on the on the [7:01] postclosure use authorization permit. And that's feedback directly from that [7:07] department at deep in our preapp call. [7:12] » All right. Stepping back a step. Is there anything that you need from us to [7:16] get make sure we get the thing in by July? Is there anything any [7:22] » Sorry, Tom, I cut you off. >> No, you heard the question. [7:25] » Yeah, so not necessarily. Uh really at this point, the ball's in our court. [7:30] Like I said, we're going to be working with Lorero engineers to put together [7:34] the plan set that gets submitted to Deep. We just did this with them for the [7:39] Planeville landfill and we just did about five others with a couple of other [7:43] engineering firms. So, we have a good idea of what Deep's looking for right [7:47] now. So, getting that package together is again squarely within our court and [7:52] something we're working on right now. [7:56] » And just just remind me again so we have it done. [clears throat] You're [8:00] expecting to put in the package by when? >> By the end of July. Yeah. [snorts] [8:07] » Yeah. So, let's see. I think I had uh I had that in the notes there. Number [8:14] three. >> Yeah. [8:16] » Committed by the end of July. Yep. >> I think I put it down below. Um [8:23] » and then >> Sorry. Go ahead. [8:27] » You're going to be using the rail then for um the engineer for all aspects of [8:33] this uh project. coming at least within their scope [8:38] » for for civil. Yeah, they they don't do electrical. We'll use a different [8:42] engineer for electrical. Pure power engineering. [8:45] Pretty big firm. We've done a ton of work with them over the years. Again, [8:50] these these projects are pretty standard on the electrical side of things, [8:54] especially with what we've done lately. So, no real surprises anticipated on the [8:58] electrical side. Uh, in my last update I mentioned that we had an email from from [9:05] Eversource indicating that the impact study was fine, no upgrades. We don't [9:11] yet have final costs or an interconnection agreement, but that's [9:16] the next step in what we'd expect from them to receive. [9:20] Uh, that's a positive update. I've seen a lot of wacky things from Eversource [9:26] lately when it comes to costs and project impacts. So, that's a pretty [9:30] good that's a pretty good update there. Um, and then on the local side, [9:36] obviously, we'll start that right around when we submit to deep, that'll usually [9:42] be completed before DEP is completed. And then it's it's really you're [9:47] effectively, you know, if you get your approval, you know, you're approved [9:50] contingent upon receiving your permit from DEP because, you know, we could get [9:54] our uh approval from planning and zoning as the accessory use. Um, but then [9:59] obviously we can't go and build anything until Deep says we can. So that'll [10:04] happen in the interim while we sort things out with DEP and get the [10:08] postclosure authorization permit from them. [10:11] » But does that mean the AS bill will be done by uh the end of July? [10:17] » No. So we'll have a permit set we'll have a permit set drawing done by the [10:21] end of July. It's typically like a 30% plan set that you use for permit [10:26] applications. you know, if if planning and zoning in and deep is okay with it, [10:30] then we'll move straight to 90s uh and then finals probably around the end of [10:36] the year and go and get building electrical permits from the town for [10:40] with construction sets and go to there. >> I should have asked that differently. [10:45] And I'm at the asbuilt diagram for the um closure of the of the land that [10:54] recreate. Yeah, it it could be. Um I think it could play out a couple [10:58] different ways. If we can find what we are looking for and things are [11:03] available, that can that can certainly occur on a much quicker and smoother [11:08] time frame. Um but if we submit a package to deep and they ask for more [11:14] information and more testing, then we have to we have to kind of do that while [11:19] we're in that process. And that's something they asked of us recently on a [11:23] geotechnical side of things as it relates to settling and looking for like [11:29] a different [clears throat] boring in a different location of a landfill just [11:33] depending on what it was being used for prior. U so it's it's really an [11:39] open-ended answer because we have to see how deep comes back to us. [11:47] » Okay. So Brian, this is Jim, just to confirm, you've got a system impact [11:54] study from Eversource. Then >> we do. Yeah. So we we did that study and [12:00] we have so I should say we have an email indication from them that we can install [12:06] the system with just a new service and a recloser [12:10] » and avoid like major system upgrades. Yeah, [12:13] » we don't yet have a final study report or an interconnection agreement [12:18] » that'll come. We just we'll just continually beg uh we'll continually, [12:22] you know, reach out to Eversource asking for that information. Once we get it, [12:26] we'll share it with you. >> You don't have the facility study yet [12:30] that identifies um the uh requirements for [12:35] interconnection. >> Yeah. So, we'll probably won't have to [12:38] do a facility study here simply because we passed C because we passed the impact [12:44] study. >> Typically, you don't. Typically, [12:47] Eversource does both a system impact study and a facility study. The system [12:54] impact study um studies the in this case distribution [13:00] system um electrically. The facility study is more specific as it relates to [13:07] the facilities required to to interconnect and your point of [13:12] interconnection. >> Yeah. [13:16] » By eversource. >> Yeah. And what we've seen lately is that [13:21] on projects like this interconnecting to a good three-phase circuit, [13:25] » we don't we they haven't required a facility study. [13:29] » Oh, okay. You know, for example, I've done large overbuilds before of like a [13:32] mile plus and we've had to do a facility study so that they can get cost down to [13:38] » what they call like a plus or minus 25% range. [13:42] » Um, so we do we definitely don't anticipate them requiring a facility [13:46] study on this. >> Okay. [13:48] » But again, we don't have that final result, the final report yet. Got it. [13:53] » Or the or the agreement. As soon as we get it, we'll, you know, send it to you [13:56] guys so you have a copy obviously. >> Right. [14:02] Okay. [14:11] Oh, I think I did. So, yeah. So, just to reiterate, you've sent [14:17] the lease or the anticipated timeline is um permitting an approval Q1 of 2027. [14:24] He'd start construction in Q2 of 2027 and complete in Q3 2027 if everything [14:32] goes smoothly. [14:36] [snorts] >> Yeah. Yeah. That that's that's our you [14:38] know that's a high level schedule right now. And I said a couple action items [14:42] we're working on and what I'll get for the next meeting is like a more detailed [14:47] uh development schedule or permitting schedule. It just kind of outlines our [14:51] local and state approvals. Then we can move and get a construction schedule [14:55] which kind of focuses on site mobilization, array construction [14:59] starting with foundations, racking modules, inverters, then electrical. Um, [15:04] and in that we'll include our, you know, like our mobilization plan or staging [15:12] and parking plan that we'll work on with Matt Turnowski, make sure he's [15:16] comfortable with it. Um what'll what'll be included in that is like number of [15:21] anticipated deliveries uh daily vehicles on site during certain [15:27] during certain construction activities because like you know it'll there won't [15:31] be a lot of guys on site for the foundations install which is like [15:35] concrete block large block gets put down then we have to build the racking mount [15:39] the wire mount the modules and wire we'll have more we'll have more [15:43] individual manpower on site and less big machines by At that point, all the [15:48] deliveries will have been made. So, we'll just make sure we, you know, we [15:52] adequately kind of demonstrate that to Matt, make sure he's comfortable with [15:57] how we're approaching it and where guys will park and and enter and exit and all [16:01] that. [16:05] And I mentioned this to Brian, but the time I bumped into um Jack Kelly at the [16:11] Strawberry Festival, he came up and talked to me and uh [16:17] you know, he mentioned uh the solar project and asked me if Matt had been to [16:20] any of the meetings. I said no. But um he's still concern concerned about the [16:25] road and getting equipment in there and interfering with transfer station [16:30] operations. You know, I told him we were [16:33] entertaining the thought of maybe doing it on on a Monday when the [16:37] transportation is closed, at least for a lot of the deliveries if we can. [16:43] Um, and he seemed a little bit more relaxed about it when I mentioned that, [16:48] but it's still something that may come up. But have you gotten more feedback [16:53] from him in the board of finance meetings? [16:57] » I haven't had a board of finance finance meeting. I ran into him at the [17:00] strawberry festival, too, but I didn't talk to him at all about that. [17:03] » Um, a board of finance meeting is I don't it's uh um a week maybe next [17:11] Monday. >> No, another two weeks from Monday, I [17:14] think. >> Okay. [17:17] » And then you guys will be off for two months. [17:20] » Yeah, then we're off for two months. So I um [17:25] I I just think the main thing his main concern always is to make sure that [17:31] Brian interfaces to our public works guys, [17:35] right? And so that he's going to always mimic whatever public works says. Okay. [17:39] So that's that, you know, you know, I think I stressed that last time, Brian, [17:45] is that it's it's very important that every step of the way we kind of go [17:50] overboard to interface with public works about how this is all going to work, [17:54] right? >> Yeah, absolutely. So I think that'll, [17:58] you know, just just as background here, we had um a wetland delineation [18:03] completed a couple weeks back. We made sure we gave Matt heads up that he that [18:07] we had a guy on site. I did the same thing today. We'll have a surveyor on [18:10] property tomorrow or the next day to get the boundary done. And then I think once [18:14] we have these data points here on like deliveries, manpower on site, you know, [18:20] site activation and mobilization, I think I'll I'll reach out to Matt in the [18:24] next probably in the next two to three weeks and set up a meeting with him uh [18:28] and just like introduce that whole plan. and then, you know, we'll just we'll [18:33] we'll talk about it and make sure we end up with something that that works for [18:37] him in public works. So, that's that's definitely something that, you know, [18:41] we'll be able to accommodate him on. Um, like I said, I I think I like I [18:45] mentioned before, maybe even that board of finance meeting. Uh, almost every one [18:49] of the landfills we've built is also at the town transfer station. So, to date, [18:54] we haven't had any issues with traffic jams or being in the way or or holding [18:58] up anything really of substance. So, um, you know, okay, [19:04] » we'll definitely work through that with Matt. [19:07] » Okay. [19:11] » Okay. Um, so remind me again, when does our lease [19:16] option uh expire? >> So, uh, June 25th. [19:22] And, um, last week I traded a couple emails with attorney Kaylin. Today I [19:28] sent uh an extension around to first selectman O'Neal. Attorney Kalin was on [19:33] that uh email. So I'll just keep I'll just keep close eye on it. Uh plan to [19:39] touch base with the first selectman probably by the end of the week and uh [19:44] just see where where he's at with the town attorney um and go from there. [19:48] » Just keep in mind that the end of the week is Thursday, not Friday. [19:52] » That's right. Thank you. Yep. [laughter] No, thank you. because I that happens to [19:57] me all the time. I'll slip and it's Friday morning and [20:00] » I'll call a town hall and that's it. [laughter] [20:02] » So >> yeah. [20:05] Is there any difference in the language of the lease extension option than there [20:11] was in the first go round? So, uh, the lease itself is more robust, [20:17] but the commercial terms are really the same. Uh, decommissioning [20:23] term and and, uh, and and payment, option period, due diligence period, [20:29] contingency period, the whole nine yards. So, it's it's really just a more [20:34] robust agreement meant to capture the active term of the lease, but it really [20:39] mimics that option. Oh, no. I'm sorry. I was just clarifying [20:44] if this second lease option extension is any different than the lease option that [20:50] was originally signed. >> Oh, no, no. It's So, the extension is is [20:54] something that was built into the lease option itself, right? It kind of gives [20:59] us the ability just to extend to continue the development of the project [21:04] while we negotiate and sign the lease so that you know we're not stuck without [21:09] the option to enter into a lease while we're working on the permitting and [21:14] interconnection. >> Okay. [21:19] Well, I mean, we can see we can try and help [21:23] keep monitor monitor that, but um you know, you'll have to take primary [21:29] responsibility for it. >> Yeah. Yeah. No, that's no problem. Um [21:33] obviously, Chuck, you're CC that email. If you want me to add anyone else in, I [21:37] could do that, too. U but obviously, we'll make sure you guys are in the loop [21:41] and I'll stay on top of it. >> Yeah. [21:46] All right. [clears throat] [21:50] Um, you know, I have included links to all the materials that we gathered at [21:55] the outreach session in case you need them for your package [22:02] with a planning commission. >> No, thank you. That'll be helpful. Uh, [22:06] definitely part of our application package will be summarizing outreach [22:09] work to date uh and some of the feedback from those meetings, what kind of [22:13] questions were asked and how do we answer them, etc. So, I'll definitely [22:16] pull from that material and we'll be able to capture capture that in our [22:19] application. >> And then all of this stuff was from your [22:24] email, right? Um that is being done in terms of getting the [22:29] package together. >> Yep. Yeah. Perfect. Right. So it's the [22:34] the the steps are kind of survey wetlands, create that base map, layer in [22:39] the civil plan, uh work with Lorero, get the site investigations done. Uh with [22:46] that plan, you know, we needed the boundary and wetlands done in order to [22:51] get, you know, the proper uh survey and information to submit to planning and [22:55] zoning. And that'll also cover what we'll need to do for the engineering [22:58] package. So those are just two two critical first steps and those will be [23:03] completed by the end of this week. So we'll have the base map and surveys [23:06] ready to go. [23:10] I mean, when we talked with Jordan a while ago, you know, he he just had this [23:16] laundry list of things including maintenance plans, you know, how [23:19] environmental concerns will be addressed, wildlife mobility, [23:24] any screening along the property line and so on of things he mentioned. But, [23:29] um, >> have you talked to him at all about [23:33] anything else that the package should should include? [23:37] No, not not since we had that call. Uh the end of May now. Um and what he said [23:43] was like once you get survey and your base map done, if I had any questions, [23:47] reach back out and we'll kind of just nail down what the full application [23:51] package will look like. So we'll do that for sure and just make sure we have all [23:55] the eyes dotted and tees crossed. Uh but we've got all the we've got all the [24:00] operations and maintenance plans, decommissioning plans, everything that [24:04] goes along to supplement an application like this. [24:10] » And you know, they also requested that the package gets to them three weeks in [24:15] advance. Um and the next meeting their their next meeting will be July 21st [24:22] or the one that we're targeting will be July 21st. [24:26] Okay. That that could be a little tight. [24:30] » Yeah, that that could be a little tight. Um I'll try to get a better schedule of [24:35] anticipated completion and then let you know [24:41] where we think we'll end up. [snorts] [24:46] But I think you said given the deep timelines uh we can be even if we miss [24:51] the July we'll still be there's not any impact to the schedule. uh if we have to [24:57] go for the August approval or even September, right? [25:02] » Yeah, that's right. Because our keep in mind our our gating item on permitting [25:06] is definitely going to be that deep approval. [25:09] So, the goal obviously is just get planning and zoning done before you get [25:14] the deep permit. And you know, ideally, I think we'll have planning and zoning [25:17] done by fall at the latest. Okay. [25:25] Um [25:28] » and um yeah, the accessory use is the other [25:33] issue with the planning commission. I >> Well, I don't I don't think that's an [25:37] issue anymore, at least not after the conversation we had with Jordan. uh his [25:42] his goal was to apply as an accessory use because the the solar is secondary [25:49] to the primary use of the land which is which is landfill right in the transfer [25:54] station. So that was his goal and that'll be what we're going to be [25:58] focused on. If something changes then obviously we'll have to deal with it and [26:02] take it in stride. Um but that's that's the plan right now is accessory use. [26:12] So is that what planning and zoning needs for them to approve it is the [26:17] change in accessories use? >> Yes. [26:20] » Or is that what So it's not necessarily a deep requirement. It's a requirement [26:24] from from us. >> Correct. Yeah. So this is strictly town [26:29] land use where it's not necessarily a change. It's more so [26:35] » like an update to or something or >> Well, it's just our land use permit. So, [26:39] if this was just a raw piece of land like a green field, then if we didn't [26:43] have the proper zoning, then we'd have to seek a zone change or a text [26:47] amendment or something to that effect. But because there's a primary use here [26:50] already, that is the landfill. And this project is an accessory to that, meaning [26:56] the purpose of the land is not to host solar. The purpose is the land is for [27:00] the landfill. That's why we're taking the the permitting approach as an [27:03] accessory use rather than like a primary use. [27:10] which would avoid perhaps a likely delay to try and get the zoning changed. [27:16] » Isn't that the right interpretation? [27:25] » Yeah. No, that that's that's correct, Chuck. Yeah. Um and in you know in some [27:30] cases um you might not even have code like [27:36] zoning code written for solar. So that's that's when it would get really tricky. [27:41] Um, that's why accessory uses is definitely the best path to take. [27:50] And I, you know, thinking about it because I've done a few of these, [27:55] anything could happen, but I don't see why planning and zoning would have an [27:58] issue with that. You know, like we're not changing the primary use of that [28:02] property. So, it is a pretty straightforward argument where [28:07] the primary use of that land is always going to be the landfill, right? until [28:12] that changes and everything is excavated and removed if that ever happens. But um [28:18] you know we are truly an accessory to the to the use here. So [28:24] it's not a stretch is a long-winded way of saying this is this is not a stretch [28:28] asking for this. >> But they it hasn't formally been given [28:33] to the planning and zoning people yet. You're still [28:36] » That's correct. Yeah. >> Okay. And you anticipate this by [28:41] the end of the week next week? >> No, we're sorry. We're anticipating a [28:46] submission in July. Um, and depending on if we get it to them soon enough before [28:52] their meeting, maybe they'll be able to take it up in July. If we're too late, [28:56] then it'll kick to August or September if they don't have an August meeting. [28:59] Yeah. >> Okay. [29:02] » Yep. But the accessory use was the recommendation of Jordan Marcino after [29:07] speaking with him. who's the town's land use administrator. [29:13] » Okay. [29:17] » All right. [29:20] » Um I want to move on to the land lease agreement. Um there were some questions [29:26] that I had in reading through it. Um, [29:31] you know, there's this language in here about capping [29:36] the um what's going to be set aside the 10 cents per watt DC of installed [29:42] capacity of the solar array. And um I know talking to Dan Colton, our finance [29:49] director, he picked up that the array is a little bit smaller than the array that [29:54] was originally in some of the presentations. So that the revenue is a [29:57] little bit or that amount is a little bit lower but [30:01] um but you know I this means that there [30:06] would be an upper limit of seven roughly $72,000 that are set aside for the de [30:11] decomi de decommissioning right I am interpreting that correctly. Yeah. No, [30:18] that that's correct. Yeah. Um and on the final system size, so since we don't [30:24] have the full engineered plan yet, that system size is not final, right? Uh we [30:31] could be able to get all the way back up to or even just a little above what we [30:35] had originally proposed. Uh we obviously need to just kind of do the permit set [30:40] engineering, make sure the space and the contours and everything are as are as [30:45] designed. So um that system size is not final yet. We'll get there through the [30:50] permits at engineering. >> Okay. [30:55] » So I'm trying to understand how we you know how this ends up being um protected [31:01] from inflation over time. Um there's this whole timing of various options. [31:08] some of them not, you know, we being that set aides aren't being even done [31:12] until what 10 or 15 years from now um under the proposal. [31:18] But how do we you know how how's this amount end up being adjusted for what [31:24] the future dollars will be? So, we're we're setting that limit now [31:31] in hopes of trying to have a clear picture of the full economic situation [31:37] of the project. And that number doesn't include any scrap value added in. [31:45] Obviously, there's galvanized steel, there's copper, uh aluminum frames on [31:50] the modules. It gives no credit to what any of that value is for the array [31:56] itself. U so that's purely like a just a removal cost and these kinds of projects [32:03] you know we don't have any buried conduit so what we see drive up like [32:08] removal or decommissioning costs on other ground mounts is excavation to get [32:13] conduits out here everything is surface mounted so the the anticipation of cost [32:18] is like I should say more predictable than other projects where you know we're [32:24] doing earth work to remove things that were installed Here we don't have that. [32:28] So the costs are are definitely more stable. [32:34] » But this $72,000 is this in today's dollars or in dollars [32:41] from some point in time in the future. [32:45] » Oh, that that would be in today's terms. So $72,000 just based on the final [32:50] system size, the 10 cents a watt. >> Yeah, that's what I thought. So then is [32:56] there an inflation adjustment that gets set year-over-year or on a regular [33:00] schedule? >> Not as it's written in now. No. [33:06] » Should it [laughter] [33:11] if that's a position of the town, you know, we'll certainly take it up. Yeah, [33:15] for sure. >> I mean, do other towns have an inflation [33:19] thing that they upgrade, you know, update every couple of years? [33:24] » Not. No, not on this. >> Okay, [33:27] » this is a this is a pretty uh this language is pretty standard across [33:32] the majority of our leases uh especially those of landfills. [33:43] I think some I think some towns have looked at the landfill project as like a [33:48] we just keep it running as long as possible uh because because we're not [33:53] doing anything else with it really. [33:58] » Have you has your company had a lot of um experience in decommissioning? [34:05] Like I mean this is is is this a best guess or you know how [34:10] No. So what we do obviously we know the cost to install the project and [34:16] construct it to a certain specification right that would meet final inspections [34:22] and independent engineer evaluation. Um so then we go and get quotes and say [34:27] what would you charge to just rip this whole thing down? [34:30] » Right. You know we're not just taking a wrecking ball to it but it's [34:35] » Yeah. Yeah. It's it's deconstruction rather than construction. So, it's [34:40] deenergized. You don't need electricians to take everything apart, right? It's [34:46] just regular laborers taking it apart. >> Um on like a on effectively just like a [34:53] labor manhour perspective. um some some sort of equipment here to remove the [34:59] ballast blocks, but again, no like major earth work or ripping anything out of [35:03] the ground, for example. >> But but at at this point, your company [35:08] hasn't had to decommission anything, have they? [35:10] » No. No, we haven't had to decommission anything. We've removed rooftop systems [35:15] and then reinstalled them to have roof work done and re and re- roofs, etc. So, [35:20] we we've done work like that. Um taking it down is not the issue. putting it [35:25] back up is because again you're reinstalling [35:28] » to breakation. Yeah. >> Yeah. [35:34] » Hey Brian, this a gimmick. Um long story short, I think you guys are [35:41] severely light in decom costs 2026. you're in at 72. My estimate, and I [35:50] didn't, obviously it's not designed so you can't uh screw it down to the last [35:56] penny, but I'm in a 3 to 350,000 bucks to pull the thing out in $26. [36:05] So, we're I I guess it's probably best best to say we think you're [36:12] significantly light as it relates to your decommissioning costs. [36:17] » Okay. >> All right. [36:19] » Yeah. So, any kind of adjustment, you know, if you want to propose that if [36:24] that has to go back to the town attorney, uh or you want me to take that [36:27] just right now, I'll take that too and and we'll take it back and see what we [36:32] can do. Obviously. Yeah. I mean, that's my opinion. [36:37] » Yeah. No feel about it, but [36:43] » yeah. No, like I said, happy to happy to entertain it and try to get to a spot [36:47] that >> Yeah. [36:48] » that works for the town, you know. >> And I, you know, I do think it's [36:53] important to have some sort of inflation, you know, probably linked to [36:56] the CPI. Um, [36:59] » I wouldn't Chuck. I mean, Jesus, talk about um crystal balls. Stop playing [37:07] that stupid effing game and just [clears throat] just identify him as [37:12] $26. [37:18] You'll get tangled around the axle, I think, if you try to tie it to CPI or [37:23] any other damn inflation index. [37:29] » [clears throat] >> Well, what's the what what exactly is [37:32] the financial consequence of this number, [37:36] you know? Um, so what it does it the financial consequence of the number is [37:43] that when we go to decommission, if it costs more, [37:48] then what happens? So that's on us, right? That's on the [37:54] project. the town has no responsibility to decommission [37:58] um per the lease, right? If if we didn't decommission on time or on [38:04] schedule, we could be you could take legal action against us. Obviously, the [38:09] thought of having the shity bond or the letter of credit in place is that you [38:12] don't have to go there and you can just go straight to that financial mechanism [38:17] uh and handle the removal itself. Now what we run into is obviously the the [38:22] higher that number is the larger impact it has on the project economics. Uh [38:27] obviously our lease rate is is fixed. Our revenue is fixed. Our cost to [38:33] construct continue to rise at this point outpacing what we have built in for like [38:40] a two to threeyear inflationary period just in construction costs. But again [38:45] that's our problem. That's that's kind of what we're seeing as we go to [38:50] construct projects now that you know we secured revenue contracts on in 2024. Um [38:56] what we have modeled for like construction cost increase in that [39:00] 24-month period uh has definitely been outpaced by what we're seeing for the [39:06] actual cost to to build these projects. But again that's an that's an US pro [39:11] that's a me problem really. >> Right. So, I guess what I'm getting back [39:16] to is that this 72,000 to me is the kind of [39:25] secondary insurance for the town if Baragy fails. Is that effectively the [39:33] the point of the money? >> Yeah. Correct. Right. If we don't abide [39:37] by the obligations of the lease and remove the array um you know in lie of [39:42] taking legal action immediately you can call upon that that financial mechanism [39:48] I think which we've provided like a shy bond or a letter of credit option. [39:58] » Okay. So that the I guess the bottom line is though is that [40:04] so if all goes to plan, right, [40:12] it it shouldn't it it shouldn't cost us anything. And the number that the 72,000 [40:20] is really you it it's not like we get the 72,000, you get the 72,000. Correct? [40:28] if we even need it. >> Yeah. If you even need it, right? [40:31] » Yeah. So, again, it's a it's a shy bond. Uh we'll pay a premium on it on a bond [40:36] valium on the bond value to carry that bond per the contract. Um and then [40:41] obviously if it needs to be called upon, it's it's called upon, but the ideal [40:45] situation is that it is never called upon. [40:49] » Okay. And then the last bit I'm trying to get the bond value. So, you know, one [40:56] one kind of, you know, um something against inflation, Chuck, usually is [41:02] this is invested somewhere and pays an interest, then the interest is what's [41:07] supposed to be offsetting the inflation of some sort. [41:09] » Yeah, that was my next question. So, um is is that anticipated for this? [41:17] » That's a good question. I'd have to confirm with our current bond providers. [41:26] which I can do. I can get more detail on that. [41:31] Let me take that down. [41:47] Um yeah, because you know in the worst case, right, is there's there's not [41:51] money enough and the this doesn't offset the cost, then then the town might end [41:56] up with the decision to have the ray not fully decommissioned or [42:02] bear the financial responsibility for decommissioning it if you know Very were [42:08] to be out of business or you know for whatever reason couldn't cover the costs [42:13] of decommissioning, [clears throat] [42:16] » right? So that that's our insurance against that outcome, right? [42:22] correct our financial insurance against that outcome. [42:26] » Yeah. So [clears throat] um yeah and we have to come agree as you [42:33] know from what Jim was saying we have to come to an agreement on what the the [42:37] proper amount would be [42:42] and if it comes in the form of an investment that's what offsets the [42:47] inflation chuck in some sense >> right assume assuming that is and and [42:53] it's a [clears throat] you know reasonable rate of return [42:58] Yeah, >> inflation is a hard thing to predict. [43:01] » No, I know. But I mean, that's that's that's what's supposed to be that's [43:04] there for, right? >> Yeah. Really, I think it's all we could [43:08] ask for. >> And let let me go back to Jim's uh point [43:12] real quick. Jim, I think you said you were at 350, [43:16] was it? Or 370? >> No, 3 to 350. [43:20] » 3 to 350. That's right. >> Yeah. Let me let me take that down. But [43:25] that does not in that does not um include the salvage value as you point [43:32] out Brian and um typically my experience has been although there is value [43:38] associated with salvage it's not included when when establishing a bond [43:46] amount um to um [43:53] protect an owner for the the uh the work to happen, so to speak, the [44:01] decommissioning to take place. >> Yep. [44:08] » And again, to be clear about this, right? So, if all goes well, the shy [44:12] bond goes back to you, correct? >> Yeah. Yes. Yes. [44:18] » Okay. [44:22] So the cost to you is really time value money I guess for setting aside [44:28] something that maybe you could cash in right away or something. [44:33] » Yeah. Exactly. Right. Or or the carry cost of the bond for example. [44:37] » Yeah. Um so the bond the bond premium for the duration [44:42] uh or like if it's letter of credit setting aside the letter of credit [44:46] obviously it's not um the letter the letters of credit are not invested we [44:51] have to hold a lot of those for deep um okay so I have um I have feedback from [44:58] Jim on 3 to 350 and I'll talk to the team on this [45:05] » okay I also got very confused in clause 4K [45:10] because now you know we're talking about a shity bond or a letter of credit [45:16] or other guarantee you know corporate or other guarantee there's like four [45:21] different options that you know could be chosen at the tenants's choice but I [45:30] mean if this is an agreement it I mean shouldn't the the options be discussed [45:35] outside of agreement and we pick one and [clears throat] you know everything all [45:39] our conversation today has all been around this decommissioning bond which I [45:43] assume is the shity bond we're referring to. [45:48] » Yeah. And I think what what we've seen recently, Chuck, is that there's more of [45:52] a lean towards that shity bond uh just because most people are familiar with [45:56] it, comfortable with it. So what what we can do and we'd be fine with this is [46:01] just like red line the other options just out of the agreement so that it's [46:07] just strictly the the shity bond. Again we're we're trying to create a situation [46:12] in some cases where say for example like uh Very gets acquired by Next Era right [46:20] in five years like Next Era just bought Dominion. Um, would a parent guarantee [46:24] from next error be sufficient for removal of the array? Some people might [46:29] say yes, others no. >> But yeah, sure. I I understand. But how [46:37] how would that operate in a [clears throat] in in a an agreement [46:41] that we're signing today? I mean, there are four options, but we we would have [46:46] to pick an option. yet that [46:49] » in the clause 4K it's it says we can pick four options but there's no doesn't [46:55] seem to be a mechanism for which one that we actually pick [46:59] » unless I just didn't read it right >> no no again that's that's trying to give [47:05] the tenant or the project in this situation uh like options to to like go [47:12] forward with the most cost-effective solution [47:14] » I think he's just trying to give us flexibility Chuck But you're saying we [47:18] don't want flexibility. Just give us god damn it. Give us give us an answer. [47:23] » And and that's that's fine, right? I'm as you're explaining it, I'm realizing [47:28] now, too. Less is more. Um and if the town's comfortable with the shity bond, [47:33] then that's the way we go, you know, and we just say that now and agree on a [47:37] value and we're all good and that's that. [47:41] » Well, okay. I I But I'm still getting hung up on it. [47:46] Let's just say we keep the four options in there. Then [47:51] how do they get actuated? What one option or another? And how do they do [47:56] they potentially change over time? Is I couldn't find any language in there that [48:01] kind of outlined the mechanism for how things would be done over time if we [48:08] were to switch. >> No, the likely outcome is that it [48:13] wouldn't change over time, right? one of those four would be chosen and then [48:16] that's what would be used throughout the duration of the term. [48:21] » I mean is >> I guess check saying when's it when's it [48:24] chosen? [48:27] » Um when's it chosen? Let me see here. >> Yeah, because it says written in [48:33] agreement at as at tenants's choice. So does a tenant get the option to choose [48:39] at different points in time? >> No. the the time at which it's [48:45] it's um provided is fixed. I'm just pulling up a copy of this lease right [48:50] now. The tenant would have the option to choose [48:54] which mechanism of shity is provided, but the time at which it's provided is [49:01] fixed. Let me pull that up. It >> should be written right in that section. [49:06] » I would have assumed it's at the point we signed the agreement. [49:15] Well, it's not going to be at the point we sign the agreement because we could [49:18] sign this lease on July 1 but never end up building the project because of [49:23] permitting or or other issues. >> Yeah. When sorry when it becomes [49:27] operational. [49:36] So Chuck, I mean, my attitude is keep them all in there until the last [49:40] possible moment. [laughter] It's just optionality for us, right? I [49:45] guess unless you think it's going to drive us nuts explaining it to Board of [49:50] Finance and everybody else. [49:56] » Well, I certainly can't explain it the way it is because I don't understand how [50:00] it actually works. Yeah, I' I'd probably [50:06] if it was me, I'd probably cut some of that back and stick with just the shity [50:10] bond in the decommissioning bond format rather than have those other options in [50:16] there. The more and more we discuss it and, you know, kind of being in that [50:21] board of finance meeting a couple months ago and having done a few of these, I [50:26] think less is more. So if it's if it's cut and dry, it's the shy bond. It's [50:32] this value. Um this is a common mechanism that's used in this state and [50:36] other states. I think it's pretty straightforward. [50:40] » Yeah. Well, that that would make it a lot easier to explain for sure. [50:43] » Yeah. Okay. Let me take that down as a note. [50:46] » But are we equally protected? Are we, you know, by doing this, are we setting [50:51] ourselves up for any future >> problem? Chuck, this is this is this is [50:54] your problem from working in GE or something. You want to figure the you [50:58] want to figure the option of the option of all of these four different things. [51:01] And should we That's why I was saying if I was just uh playing my max ar, I would [51:07] just hold the options off to the last possible moment to figure out the max [51:11] value of which option, right? But if you do that, you're going to drive we're [51:16] going to drive oursel nuts, I think. So I feel like we should choose the choose [51:21] one and and get on with it. Unless you can unless [51:26] you know one of the you know shorty but I mean we should I I I like [51:32] seeing examples so let's let's see what other towns have done I guess. [51:38] » Do we need to have a lawyer weigh in on what option would protect us more? [51:43] » Yes. >> Yeah. [51:46] » Absolutely. >> But I I don't know. My sense of these [51:50] things is the lawyer don't know. He knows a little bit but doesn't know a [51:53] lot. It's going to be one of those things where you need a, you know, uh, [51:57] complicated options trader with lots of experience and some sort of trading to [52:02] say this one is marginally more better than the other one. And I I feel like [52:06] the amount of time we're going to spend on it, unless we can look at examples, [52:10] um, the amount of time we're going to spend on it, it's going to drive us [52:13] cuckoo. [52:19] » Yeah. Because at the end of the day, Tom, um there's no financial impact to [52:23] the town, right? The the the town's >> Well, there is, but it's a second it's a [52:29] secondary option. It's a it's a it's like a it's you know and unfortunately [52:35] Chuck and I have spent a lot of our lives looking at this kind of secondary [52:39] option but >> I don't want to spend this part of my [52:43] life looking at this this secondary option y [52:46] » when I I don't really think it matters that much but um but yeah Chuck let's [52:53] you know if we can find Brian do you have examples so of all these four [52:57] things do you have towns and using them or do you is is that almost every town [53:01] just used the shity bond. >> So we've what what we've done with other [53:05] towns is kind of narrow it down to the shity or the letter of credit. Um [53:11] and what we see broadly across the market is more shy bond, right? Like [53:18] more decommissioning bond type structure that's been developed to satisfy this [53:24] this requirement across other projects across other states. For example, [53:30] And a letter of credit would come from a bank or somebody would what would uh [53:35] » yeah letter of credit would come from us issued through a bank. Uh right now we [53:40] issue our letters of credit through Mnt. >> Okay. And Okay. And it would be like [53:48] financially in the same it would be a similar similar number whatever the [53:54] number is going to be. >> Correct. 72,000 or 350,000 to Jim said, [53:59] [laughter] you know, whatever the number is going to be. It would be the letter [54:02] of credit wouldn't have a different number than the shity bond. Okay, [54:06] » that's correct. >> Yeah, [54:08] » the letter of credit, you know, to Chuck's point, I guess I [54:13] have to remind myself about again since I asked about the shy bond. Well, that's [54:18] » letter of credit would have to have some sort of adjuster [54:24] for inflation or something in it to be equivalent if the insurance bond paid [54:29] interest, right? I don't know. You know, like there's got if there's if there's [54:33] some if there's some inflation, we have to look and see if there's an inflation [54:39] adjustment of mechanism of some sort built in [54:42] either of them, like an assurity bond or the letter of credit. Yeah. So, how the [54:47] letter of credit works right now is that if the value changed, we'd have to [54:51] reestablish it. Um, that just that would create like [54:56] it's not a big it's not a big uh like just administrative burden, but it would [55:03] be there. Ideally, we'll set the value now, right? Like if we agreed to 200,000 [55:09] in today's terms and then we inflate inflated out over time to [55:14] 280,000 or 300,000 just again totally random numbers then we just go with that [55:19] number and put that in and that's where we're at. Mhm. So I guess the question [55:25] is can you build? So what what is the mechanism either for interest or or [55:33] um change in you know in the value of the [55:37] letter of credit over time? I mean, can you build that into the original um into [55:43] the original um statement of whatever the thing is? [55:48] Um or is it something that needs to be adjusted over time if if it if it [55:55] doesn't work? I mean, if it seems like it's not working [55:58] » based on my limited knowledge, it would be the latter where today we could set a [56:04] letter of credit for a specific value. But then again, if that has to go to a [56:08] different value at some point in the future, we have to go get a new one and [56:12] deposit more money into that letter of credit. Uh, that I could be wrong. [56:18] That's based on my limited understanding of of doing these for Connecticut. [56:22] » Just giving my given my kind of sense of some sort of to me the shity [56:28] bond might be better Chuck I would but I have to look at the details of the shity [56:32] bond. [56:36] » Yeah, this is outside of my area of expertise. [56:42] Um [56:46] but I I was also very confused about how these options get funded. There was some [56:51] language in the in the agreement, but I thought it was very vague. [56:56] Um, it seemed to me that, you know, just a [57:00] yearly schedule of funding and value, you know, whether it's inflation [57:05] protected or not, you know, it could be laid out as a yearly schedule and then [57:09] it would be very apparent how much money is being funded and when it's being [57:14] funded. [57:20] I mean, >> okay, let me see what I could get. Let [57:22] me do this. Let me spend a couple minutes with my finance team, try to [57:27] pull an example shity bond and then get like a [57:32] get like a schedule built out. Um, but the more and more we we talk about this, [57:38] I think just like establishing and agreeing upon a value and setting that [57:42] value either inflation adjusted uh or on a schedule is probably our best way to [57:47] go for ease of explanation to board of finance. [57:53] » Yeah. And >> the the the really would make everything [58:00] clearer for me would just be that give an example like you said just give an [58:04] example and >> you know um [58:08] » and show how it works right >> and if I've read it right this bond [58:13] isn't even being established for the first 15 years [58:20] which you I can understand. Well, you know, the [58:25] project has a good deal of time before we're going to have to decommission it, [58:30] but it seems like we're completely unprotected for those first 15 years. [58:35] You know, I'll be at a secondary protection. [58:40] Um, [58:44] » yeah. So, the language as it's written, the bond gets established in year 15. [58:48] Um, and you're not, it's not that you're unprotected. [58:52] The the over the overarching goal of these projects is that they operate for [58:57] their entire contracted period, right? And we've seen assets, solar assets, [59:02] come through bankruptcy proceedings before. We've bid on them. We've never [59:06] won any. Um the most recent and probably largest in the solar space recently was [59:13] Pinegate that went bankrupt and that that went through a bankruptcy [59:17] proceeding. Uh but at the end of the day there are operators and financeers who [59:23] are going to buy these assets at different stages in bankruptcy and [59:26] operate them through them through their terms. So the goal is always that they [59:31] operate for their useful life. [59:37] And there's always going to be someone who's looking to capitalize on that, [59:41] especially when you have a fixed price contract with an investment grade [59:44] offtaker like like Eversource. [59:49] » So in essence, you're saying we could just use the use the funding from the [59:54] asset. We we would get the asset. We use the funding from the asset to pay for [59:59] the decommission. [1:00:03] Well, you just let the you just let the asset operate. [1:00:07] » Yeah, it's just going to pass to a new owner. We wouldn't we wouldn't assume [1:00:11] control or ownership of it. >> Well, but the So the but what's the So [1:00:17] we have to negotiate with the new owner about I mean so the new new owner has to [1:00:20] take on you're saying the decommission >> the the agreement. Yeah. The agreement [1:00:25] as written. >> Okay. Yeah. So so new owner has to take [1:00:27] on the decommission as written. >> Okay. [1:00:31] Well, what if it happens in year 10? [1:00:37] » Well, what he's saying is that they still have to take off the commission in [1:00:41] year 15 if they buy when they buy it. >> Correct. Yeah. the sooner it happens, if [1:00:46] if it were to go to if the asset goes to bankruptcy in year two, that's just even [1:00:50] more incentive for a new asset owner to come in and want to operate that project [1:00:54] because you have 18 more years of contracted revenue at at fixed prices, [1:01:00] right? Then you have, keep in mind that like the backside of this is uh once you [1:01:05] have your 20-year operating period of the ever the NRES contract, the curves [1:01:10] right now just show the price of electricity continuing to escalate far [1:01:14] beyond what it is today. So the anticipation is that asset owners are [1:01:20] going to operate these projects for as long as they can. You know, like that's [1:01:23] the goal. If they were to get kicked off the property, then you're kicked off the [1:01:27] property. But the goal is to continue to operate these projects and sell [1:01:31] electricity for as long as possible. Even if in 35 years you're operating at [1:01:36] uh you're only producing 82% of what you did in year one. Uh it's modeled in and [1:01:42] it's factored. So that's the goal is to operate these and if they're going to [1:01:47] continue to operate and abide by a lease and pay lease payments, then you know [1:01:51] why not? [1:01:56] I mean, I guess the thing the this is another kind of moving part in [1:02:01] this contract, I guess. And so, if I were a fly in the wall and I was a [1:02:06] really good lawyer and I looked at the 10 contracts you've done with every [1:02:09] town, is every town accepted the 15 years or somebody bumped it up to 10 or [1:02:14] five? >> Um, I don't know off the top of my head. [1:02:18] the 15-year is is definitely our standard and where we start. [1:02:25] Um, I'd have to confirm. I'd go as far as to [1:02:29] say couple of the contracts we have right now don't have a decommissioning [1:02:35] shity bond built in. Um, again, a landfill property. Some the [1:02:41] position of some towns has been that they'd like this to operate and produce [1:02:45] revenue for as long as possible. [1:02:51] Well, this the shy bit the timing of the shity bond has nothing [1:02:58] to do with that, does it? I mean, when the you know, [1:03:04] I guess from our perspective, ultimately we'd love to have the shity bond as soon [1:03:08] as possible. We not no matter how long you have it, right? [1:03:12] » Yeah. Correct. And from our position, that's just going to cost us more money [1:03:15] over the >> Exactly. [1:03:17] » over the term, right? It's it's an additional expense for us for longer, [1:03:21] » right? And so, I don't know, it's like one of these things like when we used to [1:03:25] negotiate about credit default swaps and things like that, there's all these [1:03:30] little micro terms in there that could make a difference in these things, [1:03:35] right? And >> it's better if they're all standardized [1:03:39] because which which because then everybody accepts the standard, right? [1:03:44] It on the other hand, if I find out, I don't know that one of your other [1:03:48] people, you find out one other people negotiated with you and got five years [1:03:51] instead of 15 years, then we all feel like idiots. Okay. So, um um I guess [1:04:00] that's the question is to what degree is I mean if [1:04:09] if I thought this was standard, I might leave it. If I thought it was if I [1:04:13] thought it was something that you push hard on it, you give us five years [1:04:17] instead of 15, then I negotiate, right? >> Yeah. And I think um it's it's an [1:04:24] interesting one because we're in a tough spot. Um we're in a spot where I've [1:04:31] spent a considerable amount of money developing and advancing the project. Um [1:04:35] and if if the town were to come back to me and say, "I'm not signing this lease [1:04:39] unless you give me the shity bond at year five or year one." And again, just [1:04:44] to be completely transparent here, do I shelf uh $150,000 of spend to date and [1:04:51] say no, or do I agree to that and keep moving forward? Right? So, again, I like [1:04:58] cards on the table. I'm in a tough spot. Um because I don't have an ability to [1:05:04] move forward and build the project with the contract I have with the town [1:05:07] currently. I have a considerable amount of uh spend at risk [1:05:13] » and and a and a desire to get a contract with the town that I could actually [1:05:17] build and then get a permit from deep and then get a permit from the town. So, [1:05:22] » okay. Um >> I'm effectively at your mercy. [1:05:26] » No, I I get all that. I guess my question is convince me that 15 years is [1:05:30] standard and maybe I'll >> or is there another mechanism that you [1:05:35] know is more of a win-win for both? like maybe an escrow account, right? That [1:05:41] isn't going to cost you um like a shity bond would [1:05:46] kind of a hybrid approach. [1:05:50] » Yeah, in that situation it could be, but it would just be splitting hairs really [1:05:55] probably the amount of escrow versus the the carry cost for the bond. Um [1:06:00] we could run the numbers on an escrow that starts earlier on. [1:06:09] But I think really you have the security of whether it's Varigy or uh James [1:06:17] Templeton Enterprises. The the idea is to operate these projects for as long as [1:06:22] possible, right? It's not that Very goes bankrupt in two years and then nobody [1:06:26] wants to touch this project. Uh there will be a new operator looking to come [1:06:31] in there because they think it's a distressed asset and there's money to be [1:06:34] made, right? [1:06:40] So, because somebody's willing to come in, if you I feel bad like we're telling [1:06:45] you your company is going to go bankrupt, but if your company should go [1:06:48] bankrupt, it's not like we would rip it out because you're saying somebody would [1:06:52] come in and then we just create a contract with them so we don't have to [1:06:56] worry about ripping it out. >> No, really, the the contracts stay in [1:07:00] place. So, the revenue agreement continues. [1:07:02] » Yeah. But they but they just they just they just pick up the [1:07:07] Okay. Correct. >> Yeah. They pick up the same contract. [1:07:10] That's what it's pointed, I think, Kathy. So, that they they would still [1:07:14] » So, we wouldn't necessarily decommission it because somebody else is just going [1:07:17] to pick up the contract. >> Well, correct. And and Right. Correct. [1:07:20] That's one thing. And the other thing is that they're still in the contract to [1:07:24] put up the bond after 15 years, but then maybe it's 10 years or something. they [1:07:29] still have they still have the obligation to put up the bond for [1:07:33] decommission in 10 years or whatever that is. [1:07:39] » Okay. I think um one of the things that might [1:07:44] make the town feel you know more comfortable about this is um can we get [1:07:50] updated certified financial statements um [1:07:57] from you [1:08:01] uh maybe yeah let let me talk to let me talk to our accounting team [1:08:07] um maybe I think the easier way really is just to agree on a shy bond value [1:08:14] that you know you're comfortable with and that the town attorney is [1:08:17] comfortable with and we agree on when that will be established and move it [1:08:22] forward. Again, I'm I'm just trying to think of [1:08:25] like ease of >> Well, why would we need a financial [1:08:30] statement, Chuck? Because we're not we're getting the same amount of money [1:08:34] per year for renting the land. So, why would we care what the [1:08:37] » No, no, no, no. But Ch what Chuck wants is a financial statement of Verarajy, [1:08:41] » right? >> He he wants to make sure that Varagy is [1:08:44] sound right now. >> Oh. Oh. Oh. Oh. I thought we had easy [1:08:48] math on our side. Okay. >> All right. [1:08:51] » Uh but um >> yeah, I guess [1:08:56] » the main thing to me about the 15 year is 15 years is convince me that it's not [1:09:01] something you put up and then give other towns 10 or five for some reason. [1:09:09] Yeah. And I'm trying to think. Let me go back and look through some leases [1:09:13] because what I did was put together a chart for attorney Kalin and I sent that [1:09:18] to him just with like the the contracts we had with other towns. Let me put that [1:09:24] together and um send it over to you. I'm I'm almost confident that the year 15 is [1:09:33] like our our standard, but I don't want to misspeak on that. [1:09:37] » Okay. >> And again, so not not to belabor it, but [1:09:40] how we how we just financed a batch of these projects is through a sale lease [1:09:45] back with uh Mnt Bank. We did a sale lease back with First Source prior to [1:09:50] that. So we'll we'll group these assets and then [1:09:55] effectively sell it to the bank Mnt Bank for purposes of them capturing the [1:10:01] investment tax credit we lease it back as the operator. So if the as the [1:10:08] operator if we were to default on our financing agreement with Mnt Bank, they [1:10:14] step in and take ownership of the project. like they might then choose to [1:10:21] find a new operator, right? Or they would just own it and hire companies to [1:10:27] do the asset management and operations and maintenance. Um, so that's that's [1:10:33] like the most likely financing mechanism. That's how we will finance [1:10:38] this project again because we have to find a way to monetize that federal tax [1:10:44] credit which is typically done by the banks and the sale lease back is the [1:10:48] most common method right now uh that a lot of folks are financing these [1:10:52] projects. >> Yeah. No, I I get all that. And so the [1:10:58] key things to me are what Kathy was just speaking about, right, is we go through [1:11:02] that process, this contract stays in place, including the shy bond in year [1:11:07] 15. >> And um the second thing to me is that I [1:11:12] just want to >> um [1:11:15] I want to, you know, I don't want to feel like you've been duped. In other [1:11:18] words, you come out with 15 and then if you're a really savvy town, you get 10, [1:11:23] right? Yep. Yeah. Let let me put that together again. I don't want to misspeak [1:11:27] on that. Um I definitely know we've done 15 before, but let me add that to the [1:11:34] chart and I'll send it over to you. [1:11:40] Okay. [clears throat and cough] Well, yeah, you can tell there's a [1:11:46] couple of guys on this on this um task force that spent a [1:11:51] career in risk management with financial services. [1:11:55] » This is kind of the bread and butter of not so much what I did, but probably [1:12:00] more so what Tom did. I was more in the things. You get exposed to it um whether [1:12:08] or not you're actively working in that group or not. Yep. [1:12:13] » No, I get it. I get it. >> Usually all the money is in how you [1:12:16] argue. All the money is in the options that people don't see [1:12:20] » or think about. >> Correct. Yeah. If if you guys are [1:12:24] golfers, you've probably heard that every match is won and lost on the first [1:12:28] te. [laughter] [1:12:31] » Right. So, anyway, let's get let's go on, Chuck, though. Let's beat they beat [1:12:35] this to death. Yeah, I think I think we're done with the update. Um I have [1:12:42] like small amount of other things I want to talk to to the task force about, but [1:12:48] um yeah, I haven't set up anything with the fire marshall yet. Um I don't see [1:12:53] that as critical path yet, but um let me know Brian if it becomes critical path [1:13:00] and we can move that up. >> Yeah. No, good good point, Chuck. I [1:13:03] think what's best once we have like an initial site plan draft from our [1:13:08] engineer and definitely prior to going to planning and zoning, we'll meet with [1:13:12] the fire marshall and just give them the rundown. Definitely want to do that [1:13:15] before we submit anything to P&Z, but I want to have a little more detailed plan [1:13:19] than I have right now. So, probably in a few weeks would be good time and I'll [1:13:24] make sure you know you and I are connected on that. [1:13:27] » All right. [1:13:34] Okay. >> Okay. No, thank you for your time. [1:13:38] » Great great to speak with you all. >> I hope [1:13:42] » Trying to watch the kids in the backyard here. So, sorry for the noise. [1:13:45] [laughter] >> All right. [1:13:47] » Go do that. That's more important. >> Have a good night. [1:13:50] » We'll talk to you. Bye. All right. Thank you. Bye. [1:14:00] All right. Well, what do you guys think? [1:14:07] Well, again, the thing that drives me nuts about these things is [1:14:14] I've seen lots of situations where you put out a template with six things that [1:14:20] if you can get, you get, you know, um if nobody argues, you get it. If somebody [1:14:27] argues, then you give in and give them something better. But um I don't know if [1:14:33] that's this kind of situation or not. Right. [1:14:37] I mean and and most of the options are around the [1:14:42] margin anyway. We're talking about like secondary options which for them is [1:14:48] generally big could be big money but for us it's probably not as big a deal as [1:14:54] unless something really you know outlying stuff happens right. [1:15:00] But it's good to um it's good to see what we can get up front. And I be [1:15:05] definitely [1:15:09] we do we know who So we have the list of other towns he's doing this for now or [1:15:14] has done it for? >> He's going to give us a list, but um [1:15:18] » Okay. Yeah. >> Yeah. We don't Apparently the attorney [1:15:21] has. I haven't seen it. >> Right. So, I'd like to see if the other [1:15:26] any other towns have gotten better terms. That's my that's my biggest kind [1:15:31] of concern with this stuff. >> Yeah. I just want to make sure we're [1:15:36] adequately protected. Something goes up. I just I worry a little bit because [1:15:41] they're doing a lot of projects and, you know, they're obviously selling this. [1:15:45] They're not holding it. They're selling it all, right? Um, so, [1:15:50] um, that smacks a little bit of securization to me and you know that's [1:15:55] that's that's a tough hole to yourself. >> It does, but on the on the flip side of [1:16:00] that, as he says, it gives MNT Bank or somebody else the the kind of desire and [1:16:09] motivation to make sure it keeps running, right? [1:16:14] » Yeah. We almost need a financial statement from them. [1:16:21] Um, well, no, I don't know. I think it gives the opposite side of the the the [1:16:28] equation uh skin in the game for us, right? So, um, [1:16:34] » yeah, >> that that's probably a good thing. [1:16:38] » Yeah. >> Yeah, I'm a little more comfortable [1:16:42] um with that. And then, you know, it really isn't quite like securization, [1:16:46] but just um I mean, salary specs are pretty [1:16:51] common, right, in the financial world. [1:16:59] In general, solar developers want their money out of these projects as quickly [1:17:04] as they can get them. >> Yeah. [1:17:06] » They can get it. I mean, and so that's the kind of the mo the mode that the PV [1:17:12] solar guys use. Whether it's res, commercial, [1:17:17] utility, scale, doesn't matter. It's all the same. [1:17:22] » Yeah. I think they're probably just spreading their yourself financially [1:17:24] thin, right? >> Yep. Yep. [1:17:27] » Um, >> but what I'm saying is that they [1:17:30] understand these options a lot more than we do, [1:17:33] » right? You know, they've got it. I'm sure they've got a very, you know, [1:17:38] extensive analysis of what it means to do 10 years versus 15 years or what it [1:17:43] means to do to do 72,000 versus 300,000, right? And so, um, they got a guy [1:17:51] sitting back there who can give a put a number to that really quickly, I'm sure. [1:17:56] » Yeah. >> But, um, now, [1:18:00] you know, does it matter that much to us? I'm not sure. [1:18:04] I think what you're trying to do in this case is just protect the town as it [1:18:09] relates to getting rid of the ship at the end of life. Um, and I'm not sure [1:18:15] it's any more complicated than that. To me, the answer is go to a shity bond and [1:18:23] don't complicate it. But I mean, I think chase it, pull on the string, see where [1:18:29] it goes, let him do his his due diligence on it, and get back to us. [1:18:35] » Yeah. [1:18:38] Um, [1:18:42] so some of the other recommendations I've seen are about adding [1:18:45] decommissioning triggers um such as the project ceasing operation [1:18:51] for 12 months, bankruptcy, abandonment or end of fuseful life um to the [1:18:57] contract. Um I don't know. Have you seen that kind of [1:19:02] language, Jim? >> Mhm. Yep. [1:19:06] » You think we should? But as he point as he points out um [1:19:12] if even if these things are chugging along at 80% efficiency after 15 or 20 [1:19:20] years or 30 years um there's value in it [1:19:26] » and somebody will buy somebody will buy it and try to extract that value um for [1:19:33] as long as they can. I know. But this is the flip side of it, [1:19:37] right? This is, hey, the project's not in operation anymore or there's been [1:19:42] abandonment, right? >> Yeah, fair enough. I understand. [1:19:48] » And you know, we should we should be specific. [1:19:52] » Well, go ahead. >> That's different than bankruptcy. [1:19:56] » It is. That is [1:19:59] » um >> Well, that I I know. So, the So, yeah. [1:20:03] So Chuck, the the real danger to me seems to be and this the biggest danger [1:20:08] for us seems to be 2027. [1:20:13] [laughter] Um you know that if they get half into [1:20:18] this or get you know you know build half the thing or [1:20:26] » or if they don't finish it. Yeah. >> Don't finish it. what um you know and [1:20:32] then they go bankrupt or pull out for some reason then what do we do [1:20:38] » or if we or there's a trade embargo and we can't get parts. [1:20:43] » I think they already have the parts. >> They do have all the parts. Okay, that's [1:20:47] » I don't know if they have them all but at least the panels and so on they say [1:20:50] Harvard. So they told me um to preserve the federal tax credit they had to do. [1:20:57] Well, I know, but if they go in bankruptcy, then people are going to go [1:21:00] after the parts, right? [laughter] >> They'll have a tag sale. [1:21:05] » You betcha. [laughter] [1:21:11] » So, yeah, but nursing this through to get to end of 2027 is going to be to me [1:21:16] the trickiest part in some ways. >> Yeah. Well, we got to walk that line [1:21:23] between and I think they're going to push back, right, on a [clears throat] [1:21:27] lot of the stuff we asked for tonight. >> Well, yeah. And their leverage is Yeah. [1:21:31] that they they can in essence walk if they want to, [1:21:36] » right? And it's not the first time he's mentioned this when we start to push him [1:21:41] on things. No, >> I know. I know. And well, we knew that [1:21:45] all along. So, that's that's his leverage. He can if if the thing doesn't [1:21:49] really meet his specifications, he can in [1:21:54] essence walk. [1:21:58] And but I'm hoping that we both have get gradually got enough skin in the game [1:22:04] little by little that he won't and we won't unless under really nasty [1:22:10] circumstances. Do you think that $150,000 [1:22:16] number that he mentioned is is uh is real in terms of what their spend has [1:22:22] been to date? [1:22:27] » Who knows? Who knows? Nobody knows this crap. Like, you know, um we're sitting [1:22:32] in this waste thing and you know, so we got a grant for 17,000. [1:22:38] I think 17,000 in most companies buys you uh a coffee hour in a meeting with [1:22:46] with with [laughter] half the people >> with Danish. [1:22:49] » You put you put the right people in the room at 17,000 in a in a two-hour [1:22:53] meeting. Okay. Um so I who knows what the spend is, you know, those kind of [1:22:58] things are like way up in a kind of um um [1:23:03] » supposedly they bought all the panels for the project. So we could do a [1:23:06] computation on that or Chim might even have a you know off the cough answer. Um [1:23:12] you know >> a watt [1:23:16] » but in in theory though he could just use that for something else if he walks [1:23:21] go someplace. >> Absolutely. Yeah. [1:23:24] » So >> um [1:23:26] » you know than that he's done some engineering but it's not too detailed [1:23:30] yet. Um I don't know. I don't you know [1:23:36] maybe an opportunity cost, but maybe not real cost. I don't know. [1:23:45] But um anyway, let's keep trying to nurse it. I [1:23:50] mean, I I guess what I want to see is that you know what I don't want coming [1:23:55] back to me is five years they go bankrupt and Planeville says, "Oh, I got [1:24:01] five years out of them. Oh, I I got 350,000 out of them. Oh, [1:24:06] and you guys are just duped. [1:24:12] Um, I think we should be specific about what [1:24:16] needs to be what decommissioning means. Um, you know, this is the list that I [1:24:22] came up with, but um, you know, removal panels, racking, [1:24:28] foundation, wires, transformers, you know, yada yada yada. But is there stuff [1:24:33] in here that we should take out or add? >> Me, I'd approach it from the other [1:24:39] perspective. Return it to its current condition. [1:24:45] Don't try to delineate everything, Chuck. [1:24:49] » But I'm not I'm not the attorney in the crowd and have no desire to be the the [1:24:56] the attorney in the crowd. >> Well, you know, there was something in [1:24:59] the agreement about take it back to the [1:25:04] there was some tricky language in there. I thought I got to go back and refresh [1:25:07] myself on it, but it wasn't I wasn't sure they were actually saying they [1:25:12] would actually take it back to its present condition. I think they [1:25:17] I think they said they'll take it back to the condition that it was at at the [1:25:22] end of construction or something like this. you know, it did, [1:25:27] but uh I would, you know, urge you to read through it um and help me sort it [1:25:33] out. [1:25:40] » Um yeah. Do we need an engineer prepared [1:25:45] estimate of the value of the thing over time? [1:25:50] » To what end? Well, I just saw that recommendation somewhere with no [1:25:55] justification. [1:25:58] » I better run it by you. >> I think it's a waste of money and time [1:26:03] unless there's a specific need for it. But if you're referring to what the demo [1:26:08] demo costs are, what a waste of time. >> Yeah. [1:26:17] Okay. Well, that's pretty much it of things that I thought about. [1:26:24] » Yep. Your last bullet. I agree. I mean, the contract is in force [1:26:31] um if it gets sold. I mean, subject if they I mean, the new owner may come and [1:26:37] try to renegotiate it, but you know, that stands on its own. Um Yeah. I mean, [1:26:43] contracts in force. >> Yeah. No, that that that one's [1:26:48] important. I think that's and he agreed to that, I thought, today. [1:26:51] » Yeah. >> Yep. That's right. [1:26:53] » Yeah. So, we should write it in the the agreement. [1:27:00] I don't think it's in there, but it could be. [1:27:04] » You know, I get lost in some of the lang legal language or impatient with trying [1:27:08] to sort through it. >> Right. I don't see why he I don't see [1:27:12] why he should object to the last point. >> Um, no. the he now Mnt Bank might object [1:27:18] to the last point. I don't know. That's that's what's why that's the problem [1:27:23] when you're doing this whole in between stuff and and the standards, right? And [1:27:27] that's why I was asking about the standards too is that you know Mnt Bank [1:27:32] and they're going to read through this and they're going to require certain [1:27:36] things too, right? And so, um, they don't might not like the last point, but [1:27:42] we've got to I think we have to push hard on the last point. [1:27:46] Yeah, I think that's fine. [1:27:52] » All right. >> That's that's a function of the [1:27:54] agreement between Very and Mnt or whoever is financing the thing, [1:28:01] » right? [1:28:08] All right. Well, that's that's all I have for tonight. [1:28:13] Um, >> if we adjourn, [1:28:18] [laughter] >> anything else before we close? [1:28:22] » Nope. >> I'm good. [1:28:24] » All right. >> Yeah. Thanks everyone. Thank you [1:28:28] everyone. >> Thank you. One one quick thing is this [1:28:31] this so when when is the timeline of get getting this [1:28:36] thing signed [1:28:39] » is this I'm trying to understand whether >> you know he he said he said June 25th [1:28:45] didn't he >> he hoped to have it but now that's [1:28:49] that's the point of the lease extension now because it it means the lease option [1:28:53] extension right so you know in the event that we can't negotiate this by the 25th [1:28:59] it then we're going to just extend the current option that we have. [1:29:06] That's why I asked him if the language is any different than what we already [1:29:09] have. >> Right. But I don't know. I'd like to Has [1:29:13] anybody talked to Have you talked to the lawyer? Have you talked to um to um you [1:29:20] know >> to Tim or anybody about what's going on [1:29:23] on our side on this? I copied Tim on all all these concerns when I sent sent it [1:29:29] to Dan and um Dan called me to yesterday I think and um [1:29:37] you know he said I think we should go for the bond and um you know try to get [1:29:42] the full amount and he he was concerned that maybe they can't get anybody to [1:29:47] underwrite that amount for the bond but um but notwithstanding that. But he did [1:29:55] mention that, you know, it he would discuss some of this stuff with the with [1:30:00] the um with the lawyer and he said, "I might rope you guys into it." And I [1:30:05] said, "Please do." Right. >> Okay. I just I guess I don't want to [1:30:12] extend extend extend indefinitely because [1:30:16] » um you know, >> it just costs everybody money. [1:30:19] » It costs everybody money. And um but lawyers tend to do that if they if [1:30:25] they're given the time, you know. Um so I'd like to see if we can get a real [1:30:31] let's let's set a real deadline and stick to it. [1:30:36] » Yeah. No, I'm fine with that, but not at the cost of, you know, material [1:30:42] risk. >> I agree. But I mean I I I agree. So [1:30:47] let's keep let's keep doing that. But um doing I just [1:30:53] it's costing us in other ways to extend I think. [1:30:59] » So um you it would be good to have in the conversation with the lawyer. Um are [1:31:05] you going to California anytime soon or anywhere else? [1:31:09] » Yes. [laughter] [1:31:14] » Um >> he just decided at this moment [1:31:17] » [laughter] [1:31:20] » No, but it's not. Well, it's the or anywhere else and giving you a list of [1:31:25] where they are would be would take would take take another [laughter] half an [1:31:28] hour. So, um um but um I'll be back and forth and play and [1:31:34] around at different times. Not the rest of this, not the rest of this week. Um [1:31:40] but um yeah, >> next week. [1:31:45] » Are you here next week? next week on um Monday and Tuesday, [1:31:55] » international man of mystery. >> Well, I that used to be that. This is [1:32:01] more just I got, you know, the busy life of a retired guy in the [laughter] in [1:32:07] the go in the go- go period, not the not the slowgo period or the whatever they [1:32:12] call it beyond that. the off [laughter] >> there's a very good chance I'm going to [1:32:18] end up in Mississippi soon um for an unknown amount of time but um [1:32:27] it's very dynamic but I don't think it's going to occur before [1:32:32] the end of next week [1:32:36] based on conversations we had today. Well, is everything still zoomable? [1:32:43] » Yeah, I think so. We probably could. I mean, [1:32:49] if we need to [1:32:53] » Okay. Anyway, so figure out. So, how long's the extension for? [1:33:00] » I I'd have to go look. [1:33:04] So when we so call enact I' I'd just like to see I'd like to get [1:33:10] our lawyer focused on finalizing this at some date [1:33:19] um soon. Um I don't want to I don't want to give up on things that are are we [1:33:26] think are really bad negotiating things, you know, that we should just give it [1:33:30] in. But um I don't want to just let it drag [1:33:35] forever. [1:33:39] » Y here's the agreement. Uh it's actually [1:33:43] very short. >> Um hang on. I got to share again. [1:33:57] I haven't read this just now. [1:34:02] year. >> 12 months. Yeah. [1:34:04] » Yeah. >> So, I don't want to be [1:34:08] debating about this this time next year. >> Oh god. No. [laughter] [1:34:14] » No. Definitely. >> I mean, I would have pref I would have [1:34:16] loved it if it said uh August 25th. [laughter] [1:34:21] Um >> Well, we could we could make the [1:34:23] recommendation to change it. [clears throat] [1:34:26] » I don't know. I mean, again, that's a discussion between Tim and the lawyer [1:34:30] and stuff, but I feel like what's what's our town lawyer's downside [1:34:36] to spend lots of time on trivial stuff on this and charges for it? [1:34:40] » Yeah, he's a contract lawyer, right? [clears throat] [1:34:47] » All right. Well, >> yeah, [1:34:49] » we'll talk I'll get up with Dan. [1:34:55] » Have a good evening. Yeah. Good night to car. Thank you. [1:34:59] » Good night. >> You guys, we'll see you. Y [1:35:04] night.