In Council Chambers @ 7:00 P.M. Monday, May 2, 2011
CALL TO ORDER
The meeting was called to order at 7:05 P.M. by Council President Judith Hempfling.
Judith Hempfling, Lori Askeland, Karen Wintrow, John Booth and Rick Walkey were in attendance. Village Manager Mark Cundiff was also present, as was Village Solicitor John Chambers.
Cundiff announced that Spring Clean-up week will take place the week of May 9th.
Wintrow reminded citizens that tomorrow is election day; Askeland encouraged citizens to vote “yes”.
Booth announced the annual “Guess Who’s Coming to Dinner” event scheduled for May 13.
Wintrow announced that the Chamber of Commerce will host a “Business After Hours” event regarding the VEIC (Vectren) energy efficiency program and programs available from American Municipal Power for businesses. The event will take place on May 19 from 5:30-7:30 at the Miami Valley Educational Services Center in the old Morgan Middle School building.
REVIEW OF THE MINUTES
Minutes of the March 28, 2011 Special Meeting of Council, BZA and Planning Commission. Walkey MOVED and Askeland SECONDED a MOTION TO ACCEPT THE MINUTES AS READ. The MOTION PASSED 4-0, with Booth abstaining due to absence at that meeting.
Minutes of the April 16, 2011, Regular Council Meeting. Booth MOVED and Walkey SECONDED a MOTION TO ACCEPT THE MINUTES AS READ. The MOTION PASSED 5-0.
REVIEW OF THE AGENDA
There were no changes made.
PETITIONS & COMMUNICATIONS
Askeland summarized letters from citizens; all communications received are listed below.
The Clerk will receive and file:
Vickie Hennessey re: Loudonville Moratorium on Fracking
GCCHD re: Women’s Health Month
Miami Conservancy District Newsletter
Chris Roberts re: Thanks for Solar
AMP re: EDI Landfill Gas Timeline Extension
Judith Hempfling re: Regarding Bruce Cornett’s E-mail Mistakenly Included in Council Retreat Packet
Vickie Hennessey re: Proposed Fracking Resolution
Sample Fracking Resolution from City of Canton
Second Reading and Public Hearing of Ordinance 2011-11 Establishing a Solar Farm. Walkey MOVED and Askeland SECONDED a MOTION TO APPROVE.
Cundiff briefly noted that this legislation authorized the Village Manager, with the approval of the Solicitor, to approve a contract with SolarVision. Cundiff introduced Mike Kaiser, President and owner of of MK Power Solutions, who conducted the Load Flow study which will determine next steps in the process relative to the electrical infrastructure.
Kaiser stated that he works primarily for municipal utilities and electrical coops. He noted that the question at hand was whether the Village substation can support 2.0 MWs of power. Although his study is not yet 100% complete, Kaiser stated that the system can sustain 2.0 MWs of power for a solar array. The only area of concern, said Kaiser, is low-load periods which could cause voltage issues if the solar field is not properly connected.
Key to avoiding this issue, he noted, is to locate the output for the solar field before the voltage regulators. Drops in voltage are tracked by the regulators; as load drops, voltage increases and vice versa, to create a steady voltage source.
Kaiser estimated the cost of connecting the solar array at $96,870.00, which might be reduced by at least $14,500 if there is no need to move the voltage regulators. He stated that the connection appears “straightforward from a design standpoint”.
Cundiff asked Kaiser if the substation can handle as much as 2.5 MW (DC) for a 2.0 MW (AC) output.
Kaiser indicated that this should not be a problem.
Wintrow asked who would bear the cost of the connection, to which Cundiff responded that his understanding was that SolarVision would cover cost of the connection up to a point.
Mike Dickman, of SolarVision affirmed this, stating that the figure in question is well within their range of expected expenditure.
Kaiser noted that the cost estimate he had provided did not cover transmitting the power underground between the source and the substation.
Solicitor Chambers spoke, giving Council an update on the contract. Chambers noted that he has been working closely with John Courtney, of Courtney and Associates, who is working with SolarVision on behalf of the municipalities of Clyde and Wapakoneta, who are also exploring partnership with SolarVision.
Chambers has also used Courtney’s attorney, Greg Ottenger, who works out of Washington D.C., and who specializes in energy law in working on the contract.
Chambers mentioned receiving valuable information from the Village’s insurance carrier, the Public Entities Pool, who have reviewed the contract and suggested additional changes, which have since been agreed-to by SolarVision.
Chambers mentioned his memo dated March 31st, which listed a number of concerns with the contract as written. He stated that he has been able to satisfactorily address all but a few of these concerns.
One of these issues was that of Force Majeure which Chambers saw as an unusual stipulation. Chambers stated that he has since learned that this is a common stipulation in energy contracts, due to the changeability of state and federal regulations.
The best part of the way the deal is coming together, Chambers stated, is that the Village owns the land. Therefore, the Village will receive $500,000 at closing. At that point, SolarVision must construct the solar array, whereupon the Village is contracted to purchase the electricity produced for the following 20 years. The pricing is locked in, Chambers stated, and the proposed rate is within 5% of what the Village now pays for peak energy. That $.07 is locked in, Chambers stated, for the first 10 years of the contract, and the rate for the second 10 years will be highly competitive.
If SolarVision fails to deliver electricity, we don’t pay for it, Chambers commented. The Village’s ability to default is limited to failure to pay bills.
Chambers stated that the Village needs an outside date for construction of the plant. The contract currently states that SolarVision has 240 days from closing to pay the Village $500,000. It does not, however, stipulate a time for the solar farm to be completed, which could, potentially, tie up the land indefinitely. Chambers stated that he must receive an agreement as to a final completion date, and has not yet been able to do so.
A second issue is the right of first refusal. Currently, the contract states that the Village would have 60 days to make an offer after notice of intent to sell by SolarVision. This is simply not enough time, Chambers stated, and is tantamount to no offer at all.
The current contract also asks that if the Village defaults within the first seven years, it must pay back any tax credit losses to investors, along with any other damages incurred. Chambers would like a firm figure for this section of the contract. He stated that he doesn’t see this as a real issue, since the possibility of default is extremely small, but would nonetheless like this detail ironed out.
Additionally, he stated, he wanted absolute assurance that the $80,000 to $90,000 needed for interconnection would be covered by SolarVision, and hoped that could be achieved at the end of this meeting.
Last, Chambers stated, the Village needs a surveyor to work out the real estate details.
The contract will need to be signed within the next several weeks in order to begin in time, Chambers noted, and that should be doable. If the contract is worked out, Chambers explained, it does not mean that the deal will necessarily come through, since at that point, SolarVision will need to secure financing as well as a partnering community who qualifies for New Market tax credits. They will have 240 days to complete these tasks, though, Chambers noted, he is hopeful that they will be able to do this in about 15 days.
Wintrow asked about the right to sell, and Chambers explained that SolarVision has the right to sell to another solar provider at any time as long as that provider is “technically and financially capable”.
Wintrow then asked what happens if something unexpected occurs. Chambers responded that at that point, the Village has $500,000 and an obligation to purchase the electricity produced—if they can’t provide the electricity, the problem is theirs and the risk is theirs.
Wintrow asked what would happen if SolarVision defaults after construction of the facility. Chambers noted that the financial backers will have the right to all materials and equipment, but “we will still have $500,000” and can search for another company to produce solar energy on the same site if so desired. Once construction begins, Chambers stated, if the company goes bankrupt, they are accountable to their creditors. The worst case scenario would be that the Village might be left with equipment on site, and the Village would need to wait for bankruptcy court to clear the Village to remove the equipment.
Wintrow received affirmation form Chambers that there is no way a creditor can come back to the Village for any kind of payment.
In answer to a question from Askeland, Chambers explained that the way the contract is written, it does not stipulate any date upon which SolarVision must begin to sell electricity, only that the 20-year clock does not start until they do begin to produce electricity for sale to the Village.
Askeland asked what happens if an impasse is encountered, assuming that the legislation has passed.
Chambers stated that the legislation only grants the Village Manager, in consultation with the Village Solicitor, the right to sign a contract should they deem it acceptable.
Hempfling invited solar project representatives forward.
Mike Dickman of SolarVision expressed optimism that they and their lawyer could come up with an acceptable completion date, stating that cost for interconnection is lower than they had anticipated, and that he is confident that the issue of tax credit repayment can be worked through. He stated that SolarVision does not have engineered drawings as of yet, since they wait to secure financing before producing these.
Askeland asked about the efficiency of the panels that SolarVision is planning to use.
Jeremy Chapman from Melink addressed this concern, stating that the Chrystalline Soltech model is the most efficient, but that the Cadmium Telluride Thinfilm will outperform the CS panels during low-light or diffuse light days. He noted that the producer of the CTT panels also has a recycling program for used panels, and that there is no comparable program for the CS panels.
Sue Abendroth expressed concern at the pace of the project, and wondered if due diligence was being observed. She then asked what would happen to the cost per MW if the solar array were sold.
Daniel Pelzl asked what the installed cost per watt would be.
Christine Roberts expressed general enthusiasm for the project, and thanked everyone who has contributed to the effort. She commented that there are risks associated with ay form of energy,a nd noted that “these risks are far less severe” than many other options. She asked how the array could be sold if the Village has the first right of refusal.
Chambers addressed several of the questions. Regarding the cost per MW if the array were sold, SolarVision would assign their contract and licensing agreement to the buyer, who would be obligated to honor the contract. He then stated that SolarVision would not be able to sell within the first 10 years of the contract.
Hempfling commented that the time frame was indeed very small, but that the risks are small, and the potential payoff was worthwhile. Hempfling commented further that the input from Chris Meyer from Dayton Development Coalition was key in aiding Council’s decision to pursue the project.
Regarding due diligence, Chambers stated, Council made clear that the solar project was of the highest priority. Were it not for the fact that Courtney and Associates were already in process with other communities regarding contracts with SolarVision, Chambers noted, the progress the Village has made would not have been able to happen. The input from knowledgeable consultants has been key, Chambers said, and the response time from SolarVision’s end, he commented, has been remarkable.
Askeland asked for clarification regarding for the cost of Courtney and Associates and MK Solutions. Cundiff noted that Courtney and Associates will be paid from the Electric Fund, as will the 1/3 of the cost of the Load Flow Study performed by MK Solutions. The remaining 2/3 will be paid by SolarVision and Melink respectively.
With regard to the question on installed cost per watt, Dickman explained that this is a “constantly moving target.” We will be investing in excess of 10 million dollars he noted.
Sue Abendroth commented that she thought that the reason for the short time frame was that SolarVision would lose out on tax credits if they were not operational by the year’s end, and wondered if that was in fact the case or if the time frame could be slowed.
Dickman explained that there are investors who want the project completed by December 31st—and these are the creditors SolarVision wants to attract. Some tax credits end on the 31st, some are reduced after that date, and others do not require completion by that date. The reality is, he stated, that we are taking all the risk, and the need to complete the project as soon as possible is real. Dickman stated that his company does now have preferred investors lined up, and those are investors who require the end of year completion. “We ask that the Village help us to the extent that they assist us in being able to complete the project by December 31st,” he stated.
Hempfling closed the Public Hearing.
Wintrow commented that the legal and engineering areas are the key due diligence aspects of the legislation, and those have been done. She expressed that she is comfortable with the legislation as it stands. Wintrow commented that she would like to see a significant portion of the $500,000 payment considered for economic development.
Wintrow expressed that she does not see any risk in this venture. She commented further, with regard to the Glass Farm property, that while some citizens have voiced opposition to ‘tying up the land for 20 years’, she sees this as a good use of that property. She stated that we have plenty of land available in the Village for housing and it is unlikely that the need for this much acreage would arise in 20 years. Additionally, the Glass Farm is not suitable for commercial development and within about a year, the CBE will be available for that.
Wintrow noted that while the venture might not benefit the Village significantly in terms of economic development, it “makes an exciting statement” and gives the Village something to talk about.
Askeland noted that the project will provide some jobs, and said she sees the project as “laying the groundwork” for framing the Village as one thinking of the long-term health of the planet.
Hempfling stated that she feels comfortable with the project, and asked that Council consider the Visioning document and the stated objectives of the community as well as to economic development in terms of earmarking the $500,000 payment.
Hempfling CALLED THE VOTE, and the MOTION PASSED 5-0 ON A ROLL CALL VOTE.
Elyse Giardullo and Gabe Amrhein presented information about their Yellow Springs High School senior project, which was conceived in memory of Eben Wildman, and which communicates to teens the danger of texting while driving. The two have organized a 24-hour Relay with the theme “No Text is Worth Your Life” to take place over Memorial Day Weekend (May 28th and 29th).
Giardullo also invited those interested to attend a viewing of the video the team created which drives home the potential repercussions of texting and driving. The video will be shown at the High School gym at 2:30 on May 11th.
Vicki Hennessey spoke to Council about fracking, stating that Environmental Commission would like Council to sign a resolution supporting a statewide moratorium on the procedure until such time as an Ohio and US EPA requested study determines the safety of the process.
Hennessey referred to the City of Canton’s resolution on fracking as an example, as well as to the Environmental Commission’s proposed language, which could be used to word a resolution for Yellow Springs.
Hempfling asked whether a letter to state representatives would serve the same purpose. Hennessey responded that EC would prefer a resolution as the stronger message.
Hempfling asked Chambers why Council could not re-work the Canton resolution to serve the Village purposes. Chambers responded that the initial resolution wording from EC had called for a moratorium in Yellow Springs, and that that would have been problematic. He stated that he saw no difficulty with reworking the Canton model.
Chambers explained that the decision currently lies with the state, so the most the Village can do is urge that the state adopt the moratorium.
Hempfling asked if the City of Canton had followed up with their proposed challenge to the state, based upon Home Rule powers. Chambers responded that they have backed away from the lawsuit, and noted that the state can legally override Home Rule with regard to natural gas extraction.
Wintrow noted that the Tecumseh Land Trust is working with and advising land owners on this topic, from a neutral position, and that Krista Magaw of TLT might have good information to share.
Chambers suggested the newspaper local to Canton has a website which is an excellent source of information on fracking.
There were no Special Reports.
Levy Renewal Update. Hempfling noted that this is a last opportunity for anyone with questions
or comments on the topic.
There was no New Business.
Cundiff reported on the following:
Police Officer Naomi Penrod was honored this past week as the Greene County Child Advocate of the Year in the Law Enforcement Division for her work assisting Greene County Children Services with numerous cases and at Michael’s House, a child advocacy center in Fairborn that works to improve the delivery of services to children affected by abuse and neglect.
Installation has begun on induction street lights. Lights have been changed out in various locations including downtown, along Dayton Street, and the Northwood/Whitehall Drive area. Cundiff noted that there is a five-year payback in savings with these high-efficiency bulbs. Cundiff noted that the change has already generated several complaints, but that he’s confident people will get used to the new lights.
The design engineer for the Center for Business and Education, Jacobs Engineering, has begun work on Stage II submittals. These engineering plans are the details of the utility work and roadway construction. Once they are completed, ODOT will determine if a Stage III submittal is required or to allow the release of the plans for bidding. The first step in the annexation process of the Dayton-Yellow Springs ROW is now completed, signatures of all three property owners on the annexation petition having been obtained.
Cundiff indicated that he had taken the petition to Greene County to file on Monday, but had not been aware that a filing fee was required. He stated that he would return with the filing fee as soon as he received a check for same.
Wintrow expressed frustration regarding the delay, and encouraged quick resolution.
Cundiff announced that the Village should hear from the State on May 5th regarding OPWC grant funds for construction of the left turn lanes at the CBE. ODOT has granted the Village permission to bid out the ROW acquisition at the CBE locally, rather than have ODOT handle the bidding. Cundiff stated that he would also meet with Community Resources that same morning to update them on progress at the CBE.
There was a lasagna dinner sponsored by the Yellow Springs Methodist Church Women to benefit the Yellow Springs Police Coat Fund at the Yellow Springs Methodist Church on Saturday, April 30th from 5:30-7 pm. It’s too late for the lasagna, but not too late to donate to the Coat Fund.
Cundiff noted that surveying crews spotted in the Village have been hired by Vectren and wants citizens to know that this is not work being done by the Village.
The Ohio Municipal Electric Association is hosting their annual Legislative Day and Mayor’s Reception on Tuesday, May 17th in Columbus at the Vern Riffe Center. The Legislative Day issues briefing will be held from 3-5 pm, with a reception with State legislators from 5-7 pm. Cundiff tentatively plans to attend this event.
Cundiff noted that bids opened as of today on the solid waste contract, and he has received bids from Rumpke and Waste Management, which the Village is now evaluating.
Cundiff noted several days he will be taking off in the months of May and June.
The Clerk reported on her Municipal Clerks Association conference, stating that the legislative updates were insightful , and the group learned methods to research the intent and potential impact of legislation. She commented that this continues to be a very helpful and worthwhile professional association.
The Village’s 2009 and 2010 ordinances are now codified, and that will be official when legislation is passed approving that action on May 16th. Update pages are now being inserted into all of the permanent bound copies, a project which should be completed in the next 2 weeks.
The Clerk announced a BZA meeting this Wednesday at 7pm, for purposes of selecting the two representatives to the Technical Review Committee.
The Clerk also reported current and upcoming openings on Boards and Commissions. Those are: Community Access Panel; Human Relations Commission; Environmental Commission and Energy Board. Contact firstname.lastname@example.org for more information or to submit a letter of interest.
Ordinance Regulating Internet Cafes. Chambers spoke to this ordinance, stating that these cafes have a method for enabling gambling while skirting gambling laws. In terms of effect on neighborhoods, Chambers noted, these are much like Sexually Oriented Businesses.
Cundiff remarked that the matter will come before Planning Commission for a recommendation as to where these businesses can be zoned and how.
Chambers commented that the proposed ordinance is the most that the municipality can do at this point to have some degree of control, and it is his recommendation that the Village legislate this protection.
Fremont Natural Gas Plant—Report from Energy Board
Fracking Resolution and Discussion
Information Regarding Energy Portfolio (Cundiff will provide)
Sewer Rates Discussion (Cundiff will obtain information from Sharon Potter re: impact on the Sewer Fund of any rate-reduction policy.)
VEIC Presentation to Council re: ESPP
Swimming For Kids Program: Ali Thomas
There was no Executive Session.
At 8:55 pm, Booth MOVED and Askeland SECONDED a MOTION TO ADJOURN. The MOTION PASSED 5-0 on a VOICE VOTE.
Please note: These notes are not verbatim. A DVD copy of the minutes is available for viewing in the Clerk of Council’s office between 9 and 3 Monday through Friday.
Judith Hempfling, President Judy Kintner, Clerk