Meeting of the Board Minutes: July 1, 2015

Meeting of the Board Minutes: July 1, 2015 A Meeting of the Board of Directors of EIC was held on Wednesday, July 1, 2015 at 16 Croton Avenue, Municipal Building, 1st Floor Board Room, Ossining, NY 10562. ADDITIONAL FUNDING OPPORTUNITES Prior to the commencement of the meeting Mark Thielking updated everyone on additional funding opportunities by providing a description of various opportunities. Cleaner Greener is an annual economic development program and is an additional opportunity this year to apply for municipal specific grants that may possibly support programs like EnergizeNY and Solarize. EIC is currently developing a template for municipal members to submit or EIC to submit on behalf of the municipalities. The Upstate Revitalization Initiative is another opportunity of a five year/$1.5 billion dollars with $100 million yearly being allocated to three regions within the state and the Mid-Hudson region is one of them. Regional counsels will be competing to win yearly and EnergizeNY is active or will soon be active in every eligible region competing for this initiative. ROLL CALL A roll call was taken and the meeting was called to order by Susanne Donnelly, Chair, at 8:18am. BOARD MEMBERS PRESENT: Chris Burdick Susanne Donnelly ABSENT Paul Feiner OTHERS PRESENT: Kathryn Hoenig Dan Killourhy Kim Kowalski Michael A. Genito Steve Neuhaus (Skype) Charles B. Strome, III Jim Liao Harry Porr Mark Thielking Peter Parsons Linda Whitehead David Kaplan (audience) MINUTES On a motion by Peter Parsons and seconded by Chris Burdick, it was unanimously agreed to approve the May 6, 2015, Board of Director s meeting minutes. All in favor, so be it RESOLVED that the EIC Board of Director s meeting minutes of 5/6/15 is approved and accepted by the Board of Directors of which a copy is attached. Ayes: 4 Nays: 0 Abstained: Steve Neuhaus MEMBERSHIP - DUTCHESS COUNTY The County of Dutchess, upon meeting all membership requirements and EIC having received a written membership request and on a motion by Chris Burdick and seconded by Peter Parsons, it was unanimously agreed to accept the County of Dutchess as the newest member of EIC. All in favor, so be it 7/15/15 kmk 1 of 3

RESOLVED that the County of Dutchess is accepted as a member of EIC and the Board Chairman or Corporate Officer is authorized to sign the municipal agreement with the County of Dutchess confirming membership. Ayes: 5 Nays: 0 COUNTY OF DUTCHESS MUNICIPAL AGREEMENT ARTICLE CONDITION On a motion by Michael A. Genito and seconded by Chris Burdick, it was unanimously agreed to accept in exercise of Article 3 of the municipal agreement the County of Dutchess condition of the program be limited to owners of commercial real property, excluding gas stations, within the County of Dutchess. All in favor, so be it RESOLVED that the Board hereby approves, as discussed at this meeting, the County of Dutchess Municipal Agreement conditions as stated in Dutchess County Executive, Marcus J. Molinaro, 6/25/15 letter of which a copy is attached. Ayes: 5 Nays: 0 MEMBERSHIP - TOMPKINS COUNTY The County of Tompkins, upon meeting all membership requirements and EIC having received a written membership request and on a motion by Chris Burdick and seconded by Michael A. Genito, it was unanimously agreed to accept the County of Tompkins as the newest member of EIC. All in favor, so be it RESOLVED that the County of Tompkins is accepted as a member of EIC and the Board Chairman, Mark Thielking, is authorized to sign the municipal agreement with the County of Tompkins confirming membership. Ayes: 5 Nays: 0 COUNTY OF TOMPKINS MUNICIPAL AGREEMENT ARTICLE 3 CONDITIONS On a motion by Chris Burdick and seconded by Peter Parsons, it was unanimously agreed to accept in exercise of Article 3 of the municipal agreement the County of Tompkins conditions of: first, financing shall not be issued for properties whose owners have failed in the current and/or three previous years to make timely payment of property taxes on any property within Tompkins County in which they have an ownership interest; second, financing shall not be issued for facilities housing a business primarily engaged in the sale of gasoline and/or other petroleum products, nor to other properties deemed by the County to present a high rick of environmental contamination; and third, the cumulative amount of outstanding loans being issued under the municipal agreement shall not at any time exceed $5 million. All in favor, so be it RESOLVED that the Board hereby approves, as discussed at this meeting, the County of Tompkins Municipal Agreement conditions as stated in Tompkins County Administrator, Joe Mareane, 6/25/15 letter of which a copy is attached. Ayes: 5 Nays: 0 8/17/15 kmk 2 of 3

OFFICE LEASE AGREEMENT On a motion by Chris Burdick and seconded by Peter Parsons, the Board unanimously agrees to approve the lease as presented at this meeting to secure office space in the City of Newburgh for a term of one year for $1057.50 monthly/$12690 annually. The office space is necessary to promote expansion outside the Westchester area. The West of Hudson office notion was included in the 2014 Cleaner Greener grant proposal. 100% of this expense will be funded from the Cleaner Greener and PON 2646. All in favor, so be it RESOLVED that the Board approves the lease, attached here, to secure office space at 11 Spring Street, Newburgh, for a term of one year for $1057.50 monthly/$12690 annually. Ayes: 5 Nays: 0 PRESENTATIONS: OWENSVILLE - There will be a celebration of the A-Home Owensville energy upgrade and the Board will be notified as soon as the date/time has been set. This is the first use of QECB monies as well as QECB s for an affordable housing project. BUDGET/EXPENSE REPORT - Dan Killourhy gave an overview of the budget stating for the first five months of the year expenses exceeded the actual budget by approximately $54K or roughly 14% due to higher than expected bond counsel expenses as well as I/T equipment and salary compensation costs. EIC is transitioning from the EFP Grant budget of to the new budget of the Cleaner Greener Grant which will be in effect on June 1 st. The next report will be a comparison to the revised budget. The balance sheet shows an increase in equity due to income of $20K revenue from Solarize and $2K revenue from the 5 Spoke Creamery financing. FINANCINGS Mark Thielking provided the Board with an overview of the imminent financings which may need Board approval through unanimous written consent prior to the September Board meeting. The projects are Wainright House in the City of Rye consisting of two properties awaiting formal lender consent and Regatell in Ossining, a solar project, waiting for a finalized title search. Mark brought the Board up to date on the Tax Delinquency Fund which is expected to be finalized with the Green Bank shortly. The Fund is a service EIC is providing to its members. EIC will pay an annual service fee of $25K to have $5M in funds to be drawn upon by a member municipality prior to the tax collection season for protection from property tax defaults. Look for possible unanimous written consent to accept New Castle, Beacon and Yonkers as EIC s newest members. Expecting all requirements to be met possibly before the Board meets again in September. PUBLIC COMMENT - None On a motion by Chris Burdick and seconded by Peter Parsons and all in favor, there being no business before the Board, the meeting adjourned at 9:35am. Ayes: 4 Nays: 0 NOTE: The next meeting of the EIC Board of Directors will be held on September 9, 2015, at 8:00am at 16 Croton Ave., Municipal Bldg, 1st Flr Board Rm, Ossining, NY, and via videoconference at 40 Matthews St., Suite 104, Goshen, NY. 8/17/15 kmk 3 of 3

Meeting of the Board Minutes: May 6, 2015 A Meeting of the Board of Directors of EIC was held on Wednesday, May 6, 2015. A roll call was taken and the meeting was called to order by Abe Zambrano, Chairman, at 8:00am. BOARD MEMBERS PRESENT: Chris Burdick (arrived 8:35) Susanne Donnelly Paul Feiner (arrived 8:15) OTHERS PRESENT: Bob Fischman Kathryn Hoenig Dan Killourhy Michael A. Genito Peter Parsons Chuck Strome Kim Kowalski Elyssa Rothe Mark Thielking Abe Zambrano Linda Whitehead Jeff Osterman (audience) MINUTES On a motion by Chuck Strome and seconded by Susanne Donnelly, it was unanimously agreed to approve the April 2, 2015, Board of Director s Annual meeting minutes. All in favor, so be it RESOLVED that the EIC Board of Director s Annual meeting minutes of 4/2/15 is approved and accepted by the Board of Directors of which a copy is attached. Ayes: 6 Nays: 0 ELECTION OF BOARD MEMBER On a motion by Michael A. Genito and seconded by Peter Parsons, Steve Neuhaus was nominated and approved to serve on the Board of EIC as a Class Two member with a two year term until the Annual Meeting of the Board in 2017 or until his earlier resignation or removal. Al l in favor, so be it RESOLVED that Steve Neuhaus will serve the Board of EIC until the Annual Meeting of the Board in 2017 or until his earlier resignation or removal. Ayes: 7 Nays: 0 BUDGET REVISION On a motion by Paul Feiner and seconding by Susanne Donnelly, it was unanimously agreed to approve the Budget Revision as presented at this meeting. All in favor, so be it RESOLVED that the Budget Revision as presented at this meeting is approved. Ayes: 7 Nays: 0 401K PLAN 5/13/15 kmk 1 of 2

On a motion by Chuck Strome and seconded by Peter Parsons, it was unanimously agreed to approve EIC offering a 401K Plan to employees to be administer by PayChex at an initial set up cost of $500 and a monthly fee of $130 plus $5 per participant as well as extending the Paychex fee commitment to a longer commitment. All in favor, so be it RESOLVED that the Board approves offering a 401K Plan to EIC employees to be administer by PayChex at an initial set up cost of $500 and a monthly fee of $130 plus $5 per participant as well amending the to a longer full term commitment. Ayes: 7 Nays: 0 ELECTION OF CHAIRMAN Board Chairman, Abe Zambrano, is leaving an EIC member municipality at the end of May and, as a result, Abe Zambrano will be resigning from the Board leaving the Board Chair position vacant. On a motion by Chuck Strome and seconded by Peter Parsons, it was unanimously agreed that, effective upon the resignation of Abe Zambrano, Susanne Donnelly be appointed to serve as the Chairman of the Board until the next Annual Meeting of the Board or until her earlier resignation or removal. All in favor, so be it RESOLVED that upon Abe Zambrano s resignation, Susanne Donnelly will serve as Chairman of the Board of EIC until the next Annual Meeting of the Board or until her earlier resignation or removal. Ayes: 7 Nays: 0 PRESENTATIONS: Dan Killourhy gave an overview of March s expenses and grant balances showing 100% of NYSERDA reimbursed expenses. As appropriate, a year to year comparison will be included in the monthly expense report. To date, bond counsel expenses are large due to the initial set up of the Bank of America $75 million facility, which will be template for future financings. Going forward the bond counsel expenses are expected to be significantly lower. The possibility of the having bond counsel fees covered by the bond proceeds will be explored. Bob Fischman and Elyssa Rothe provided the Board with a comprehensive review of the steps prospective commercial projects take from beginning to closing as well as a description and explanation of the Commercial Pipeline and Pipeline Summary. The analysis process used to rate a project s percentage of likelihood to close also was described. The Board had suggestions for Bob and Elyssa, such as including some case study examples, listing project successes on the Energize website, providing links on the Energize website to the participating municipalities and a link to the informative 5 Spoke video. A short video filmed by a group from the NYS Governor s office was shown depicting the 5 Spoke Creamery financing project. Mark Thielking provided an overview of the next project financing, a group home in North Salem owned by a not-for-profit, which qualifies for and will use QECB funding, making it the first QECB project in NY State. Mr. Thielking said that the project will require the Board s approval at a future date. PUBLIC COMMENT - None On a motion by Chuck Strome and seconded by Michael A. Genito and all in favor, there being no business before the Board, the meeting adjourned at 10:04am. Ayes: 7 Nays: 0 NOTE: The next meeting of the EIC Board of Directors will be held on July 1, 2015, at 8:00am at the 1 st Floor Board Room, 16 Croton Avenue, Ossining, NY 10562. 5/27/15 kmk 2 of 2

Annual Meeting of the Board Minutes: April 2, 2015 The Annual Meeting of the Board of Directors of EIC was held on Thursday, April 2, 2015. A roll call was taken an on a motion by Chris Burdick and seconded by Mike Genito, and the meeting was called to order at 7:22pm by Andrew Chintz, former Chair of the Board. BOARD MEMBERS PRESENT: Chris Burdick Susanne Donnelly ABSENT: Paul Feiner OTHERS PRESENT: Neil Alexander Andrew Chintz Kathryn Hoenig Michael A. Genito Peter Parsons Dan Killourhy Robert Mendelson Jim Staudt Chuck Strome Abe Zambrano Mark Thielking Linda Whitehead ELECTION OF CHAIRMAN On a motion by Chris Burdick and seconded by Mike Genito, Abe Zambrano was nominated and approved to serve as the Chairman of the Board. All in favor, so be it RESOLVED that Abe Zambrano will serve as Chairman of the Board of EIC until the next Annual Meeting of the Board or until his earlier resignation or removal. Ayes: 6 Nays: 0 ELECTION OF EXECUTIVE DIRECTOR On a motion by Chris Burdick and seconded by Sue Donnelly, Mark Thielking was nominated and approved to serve as the Executive Director of EIC. Al l in favor, so be it RESOLVED that Mark Thielking will serve as the Executive Director of EIC until the next Annual Meeting of the Board or until his earlier resignation or removal. Ayes: 6 Nays: 0 ELECTION OF TREASURER On a motion by Sue Donnelly and seconded by Chris Burdick, Dan Killourhy was nominated and approved to serve as Treasurer of EIC. Al l in favor, so be it RESOLVED that Dan Killourhy will serve as Treasure of EIC until the next Annual Meeting of the Board or until his earlier resignation or removal. Ayes: 6 Nays: 0 ELECTION OF CORPORATE SECRETARY On a motion by Chris Burdick and seconded by Mike Genito, Kim Kowalski was nominated and approved to serve as Secretary of EIC. Al l in favor, so be it 5/6/15 kmk/kh 1 of 3

RESOLVED that Kim Kowalski will serve as Secretary of EIC until the next Annual Meeting of the Board or until her earlier resignation or removal. Ayes: 6 Nays: 0 ELECTION OF VICE PRESENT AND CHIEF OPERATING OFFICER On a motion by Chris Burdick and seconded by Chuck Strome, Kathryn Hoenig was nominated and approved to serve as Vice President and Chief Operating Officer of EIC. Al l in favor, so be it RESOLVED that Kathryn Hoenig will serve as Vice President and Chief Operating Officer of EIC until the next Annual Meeting of the Board or until her earlier resignation or removal. Ayes: 6 Nays: 0 AUDIT COMMITTEE On a motion by Peter Parsons and seconded by Chris Burdick, the members approve Mark Theilking s recommendation of the Audit Committee members to be: Abe Zambrano, Chair; Sue Donnelly and Chuck Strome. All in favor, so be it RESOLVED that the Audit Committee members are Abe Zambrano, Chair; Sue Donnelly and Chuck Strome, each to serve until the next Annual Meeting of the Board or until his or her earlier resignation or removal. Ayes: 6 Nays: 0 FINANCE COMMITTEE On a motion by Chris Burdick and seconded by Sue Donnelly, the members approve Mark Theilking s recommendation of the Finance Committee members to be: Mike Genito, Chair; Chuck Strome and Peter Parsons. All in favor, so be it RESOLVED that the Finance Committee members are Mike Genito, Chair; Chuck Strome and Peter Parsons each to serve until the next Annual Meeting of the Board or until his earlier resignation or removal. Ayes: 6 Nays: 0 GOVERNANCE COMMITTEE On a motion by Chuck Strome and seconded by Chris Burdick, the members approve Mark Theilking s recommendation of the Governance Committee members to be: Chris Burdick, Chair; Sue Donnelly and Peter Parsons. All in favor, so be it RESOLVED that the Governance Committee members are Chris Burdick, Chair; Sue Donnelly and Peter Parsons each to serve until the next Annual Meeting of the Board or until his or her earlier resignation or removal. Ayes: 6 Nays: 0 NOMINATING COMMITTEE The Board will address assigning members to serve the Nominating Committee in December, 2015 BOARD 2015 MEETING SCHEDULE On a motion by Chuck Strome and seconded by Peter Parson, it was unanimously agreed to revise the 2015 Board Meeting schedule for the remainder of 2015 and beginning 2016. All in favor, so be it 4/15/15 kmk 2 of 3

RESOLVED that the Board Meeting Schedule will be on the following Wednesdays: Ayes: 6 Nays: 0 2015 May 6 th 8am 425 Cherry Street, Bedford Hills July 1 st 8am Location: TBD September 9 th 8am Location: TBD December 2 nd 8am Location: TBD 2016 February 3 rd 8am Location: TBD April 6 th 8am Location: TBD PRESENTATIONS Finance Reporting Dan Killourhy presented a brief explanation of EIC s February 2015 Financial report of expenses and grant balances as well as a description of the NYSERDA reimbursement process. PUBLIC COMMENT - None On a motion by Chris Burdick and seconded by Mike Genito and all in favor, there being no business before the Board, the meeting adjourned at 8:17pm. The next meeting of the EIC Board of Directors will be held on May 6, 2015, at 8:00am at the Town of Bedford s Offices at 425 Cherry Street. 4/15/15 kmk 3 of 3

M E M O R A N D U M TO: From: Board of Directors of Energy Improvement Corporation Kathryn Hoenig June 24, 2015 Re: Energize NY Orange County Office Lease One of the items on the agenda for the July 1, 2015, Board meeting is approval of a lease for office space in Newburgh in Orange County. The lease is for a one-year term, but can be renewed for up to three years at a fixed rent for each subsequent one-year term. A summary of the lease s terms has been provided. This memorandum provides some background detail on our planned West of Hudson office space in Newburgh which we are hoping to occupy starting on or about August 1, 2015. The primary user of the West of Hudson office will be Energize NY Residential Program staff as a base of operations for launching new communities in member counties across the Mid-Hudson Region. The identification and launch of Energize NY Residential communities are tasks in both the $3,000,000 Cleaner Greener and the $497,000 Behavioral Demonstration Program grants. Though the Cleaner Greener grant covers a wide range of Energize programs and activities including the residential program, the Behavioral Demonstration Program grant is focused exclusively on launching and measuring the impact of the Energize NY Residential Program in Central Hudson territory (Orange, Ulster and Dutchess Counties). Over the past year we have received input from prospective and active members beyond our home county that an exclusively Westchester based staff and entity is not seen as "local" by communities in Orange, Dutchess, Ulster and Sullivan counties. To address this and other related concerns we are confident that a Newburgh office provides a local presence in Orange and an easy jumping off point for the rest of the Mid- Hudson Region. It also sends a strong message to members and communities within members that Energize NY is not just a Bedford-Northern Westchester based organization. Making strong connections with local trusted sources and being active in local communities is a critical reason why Energize has been so successful in Northern Westchester. A "West of Hudson" office fits neatly into our community-based philosophy and strategy. Additionally, we plan to use the West of Hudson office as a hub for our other activities in the Mid-Hudson Region and to invite our trusted sources and other Mid-Hudson partners to work with us in this space, like we have been recently done in Yorktown with Bedford 2020 and Sustainable Westchester. In terms of timing and planning, the idea of a West of Hudson office was included in our successful 2014 Cleaner Greener proposal and goes back almost two years to our unsuccessful 2013 proposal. Perhaps we should have raised this earlier with the Board, but it has been on our radar for quite some time. Also, we explored leasing office space from Orange County but their available space was too large and considerably more expensive than the more affordable private sector space we are looking to lease. We have discussed the rationale and budget for the space with our NYSERDA grant administrator and she is fully on board. The West of Hudson office will primarily house Energize Residential personnel operating in Orange, Ulster, Dutchess and Sullivan counties and will include: the Orange and Ulster County Homeowner Helper (full-time new hire), the Orange and Ulster County Marketing and Outreach Associate (full time new hire), the ENYR Program Director (Tom Bregman part time), and the ENYR Energy Coach (part time new hire). In addition, we expect our Cleaner Greener partners and community trusted sources to use the space from time to time. Other Energize Commercial and Finance staff will use the office as appropriate for Mid-Hudson (north) focused meeting and other work. 100% of the expense of the Orange County space has been allocated to our ENYR grant funds under Cleaner Greener and PON 2646, so we are not relying on financing income to support this expense. Our first financing was done in Orange County, and we have two others that are likely to close before the fall that also are located in Orange County. Orange County not only was our first non-westchester member, but our programs are very well integrated with the County leadership, Orange County Planning Department or other local groups, making it the good location for our office in the region. Please let me know if you have any further questions about the proposed lease in Orange County.