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HomeMy WebLinkAboutMinutes 09-10-2010GREEN CDFI: SOLAR & ENERGY LOAN FUND OF ST. LUCIE COUNTY, INC. BOARD OF DIRECTORS MEETING Minutes of Meeting September 10, 2010 Convened: 1:35 P.M. Adjourned: 4:00 P.M. The meeting of the Green CDFI: Solar & Energy Loan Fund of St. Lucie Co., Inc., Board of Directors meeting was held on Friday, September 10, 2010 in Conference Room 3 of the St. Lucie County Administration Building Annex, 2300 Virginia Avenue, Fort Pierce, Florida. Board Members Present: President Chris Dzadovsky, Commissioner District 1 Larry Pelton, Economic Development Director Kyle Abney, USGBC & Abney Green Solutions Tom Cooper, AIA Treasure Coast Al Roberts, Indian River State College Bob Ludlum, Aqua Dimensions and TCBA Julian Nazario, Program Director for the Green Collar Task Force Board Member Absent: Aileen Pruitt, PNC Bank — (Bereavement absence) Other Sub -Committee Members, Staff and Guests that were present: Commissioner Doug Coward Faye Outlaw, St. Lucie County Administrator Lee Ann Lowery, St. Lucie County Assistant County Administrator Charline Burgess, Ex. Aide to Commissioner Coward Terri Palumbo, Ex. Aide to Commissioner Dzadovsky Roberta Breene, St. Lucie County Grants Glenn Henderson, St. Lucie County Grants Laura Hetherington, IBM SE FCU (via teleconference) John Wakefield, Eco2Asset Solutions (via teleconference) Randi Whiddon, Eco2Asset Solutions (via teleconference) Dan McIntyre, St. Lucie County Attorney Dan Kurek, Consultant for St. Lucie County Chrss Panayiotou, Indian River State College John Drndak, Climatic Solar Frank Slifka, Climatic Solar Roy Swenson, Solar Energy Solutions Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 1 Larry Jennings, Solar Energy Systems Marry Laven, Energy Structures & Systems Amy Brunjes, Fla. Power & Light Co. Dan Haywood, Fla. Power & Light Co. Gene Beck, Fla. Power & Light Co. Robert Tryon, Tryon Plumbing & Solar Alex Rivera, Vanguard Energy Partners John Daly, Innovative Energy Products Peter Merritt, Treas. Coast Regional Planning Council Derrick Duke, Duke Construction Michelle Richards, LEED Insulation Amber Franklin, Solar Energy Systems ITEM 1 N CALL TO ORDER: The meeting was called to order at 1:35 p.m. by President Dzadovsky. ITEM 2 N ROLL CALL: President Dzadovsky and those in attendance gave self -introductions. All Board Members were present except for Ms. Aileen Pruitt. It was also noted that Ms. Laura Hetherington, Ms Randi Whiddon and Mr. John Wakefield were joining the meeting via teleconference. ITEM 3 N SELF INTRODUCTIONS N : This item was covered in Item 2 ITEM 4 N APPROVAL OF THE AUGUST 13, 2010 MINUTES: A motion was made and seconded to approve the August 13, 2010 minutes, and the motion was approved by voice vote. ITEM 5 N DISCUSSION ON STATUTORY DUTIES & LIABILITIES OF DIRECTORS, AND, APPLICABILITY OF BAN SECRECY ACT AND SARBANES-OXLEY ACT TO COMMUNITY DEVELOPMENT FINANCIAL INSTITUTIONS (DAN McINTYRE: Mr. McIntyre explained the statutory duties and liabilities of directors. He restated the outline of the current statutory rules regarding the duties, standards and limitations on the liability of directors of Florida nonprofit corporations. He said that regarding liability, that you would not be personally liable unless you violate criminal laws. He said a board member cannot vote on a conflict of interest. If there is a conflict, it must be disclosed. He explained the difference between abstaining and not voting. He said when you are in doubt, don't do it. He said that Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 2 in regard to the Liability of Directors, you would need to purchase liability insurance and retain an auditor for audits. (Please double click on the icon below to enlarge the Statutory & Liabilities of Directors document) Ms. Roberta Breene updated the members on what the DOE grant can be used for. Mr. McIntyre said that his expertise is that of county attorney. He said that he and the county's outside council has worked to help them get where they are now, but the Board of Directors should now hire their own attorney. Commissioner Coward said that there is money in the grant to hire an attorney, so we need to start phasing Mr. McIntyre out, even though he has done a great job! Mr. McIntyre said thank you and that he would assist with legal representation as he is needed. He proceeded to explain how the DOE grant works. The county receives the grant and then will be transferred to the CDFI. He also said that the Board cannot talk to each other about something they will be voting on. He explained the Sunshine Laws. Mr. McIntyre stated that in regard to the applicability of the Bank Secrecy Act and Sarbanes — Oxley Act it would apply to this board because of the dealings with money. Mr. Pelton stated that an auditor should be retained for the DOE grant. President Dzadovsky stated that he would agenda a discussion on hiring an attorney at the next Board of Directors meeting. (Please double click on the icon below to enlarge the Bank Secrecy Act & Sarbanes Oxley Act document.) ITEM 6 N : MOVED FROM ITEM 7: N UPDATE ON ENERGY CONSERVATION & EFFICIENCY SUB -COMMITTEE (DR. ROBERTS) Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 3 Dr. Roberts introduced his colleague, Mr. Chrys Panayiotou with Indian River State College. He said that Dr. Panayiotou had a power point presentation prepared, but since there were technical difficulties with the program he passed out copies of the presentation. (Double click on the icon below to access Dr. Panayiotou's presentation of the power point) no Dr. Roberts power point. pdf Mr. Nazario said that regarding the certifications (as noted in the power point) the Fla. Solar Energy Center put together a program to come into the Green Collar Task Force Apprenticeship program, so they will be able to provide these certifications. Mr. Henderson stated that the DOE is developing standards into the EDCBG Grants ... the first step is a detailed energy audit. Discussion ensued regarding the definition of an energy audit or survey and the cost. Commissioner Coward said that it needs to be defined. After a lengthy discussion and suggestions on this topic, President Dzadovsky stated that they may have to re -convene the sub -committee to work on these issues and bring them back to this Board. Ms. Breene said that that Mr. Henderson has a spreadsheet of the types of information that will be requested by DOE for the EECBG grant. She said the spreadsheet is still in development. (Please double click on the icon below to access the spreadsheet.) 9 BetterBuildings Financing Data Collec Mr. McIntyre said that the audits are needed to show savings and to make the program more attractive to homeowners. Discussion ensued regarding laying out the minimum standards, samples of other programs, cost of an audit and meeting rebates. President Dzadovsky said with all these unanswered questions, he would reconvene the sub- committee for the Solar & Energy Conservation & Efficiency sub -committee. Commissioner Coward volunteered to Chair the sub -committee. Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 4 ITEM 7 N (FORMERLY ITEM 6) UPDATE ON LOAN POLICIES & APPLICATION (DAN KUREK): Mr. Kurek said that changes had been made to the conditions on page 6, section E of the loan policies and that he had provided the board members and staff a revised copy via e-mail. President Dzadovsky asked whether or not any of the board members had any further questions or comments. There were none. President Dzadovsky asked for a motion to approve the loan policies with amendments. A motion was made and seconded to approve the loan policies as stated by the President. The motion was approved by voice vote. ITEM 8 N NEW BUSINESS — (THIS WAS ADDED TO THE AGENDA BY PRESIDENT DZADOVSKY) — PRESENTATION BY FP&L — AMY BRUNJES: President Dzadovsky introduced Ms. Amy Brunjes. Ms. Brunjes thanked the board for having her here today. She stated that it is FP&L's intentions to work with St. Lucie County and residents on the Solar Loan program. She said that she had asked Mr. Gene Beck to join us today, as he heads up the governmental accounts division from FP&L. Mr. Beck thanked everyone for asking him to join the meeting today. First, he said that he wanted to let you know that Juan Del Calvo would be your new FP&L point of contact. He said that the government is promoting new energy programs, and that the rebates depend on the size or type of system. Commissioner Coward also said that you could double or triple incentives depending on surveys, not auditors. Mr. Beck said that the new programs will begin in January. He also said that there will be FP&L rebates and watt saver certificates. He said there is a 45 day target for FP&L rebates. He also said that FP&L's energy survey is free in their public service area. A lengthy discussion ensued regarding FP&L rebates & programs. Ms. Brunjes added that having General Electric here will make for a good partnership. Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 5 Commissioner Coward mentioned an Expo (he believed) next January 22"d ITEM 9 N PUBLIC COMMENT: One lady spoke from the public about her solar business and how glad she was to hear about the Solar Loan Fund program. She said it would be an asset for the county, the residents and businesses. ITEM 10 N DISCUSSION: Commissioner Coward asked for volunteers for the Solar & Energy Conservation and Efficiency meeting. He asked Charline to pass around a sign -in sheet. Once the volunteers were signed in, Commissioner Coward asked for a date and time for the meeting. It was decided that the group would meet on September 15, 2010 at 9:00 a.m. President Dzadovsky asked Ms. Lee Ann Lowery to provide a list of costs that the county has incurred so far that can be charged back to the DOE grant. Ms. Lowery stated that she would provide a more thorough list or summary to the Board for their next meeting. Right now the county charges go back to May 14, 2010, except for staff time. She said that the county has paid for services for Marsha Krassner and Dan Kurek as well. Discussion ensued regarding hiring an executive director. President Dzadovsky stated that if this board wants to hire an interim person to start to manage some of these issues, Dan's been on the loan subcommittee, if this board was going to hire an executive director, certainly we'd send it out and put it on the street to get applicants. This board would have to approve whether the county picks up Dan's contract for another thirty days until we work through some of this to help manage. He asked Mr. McIntyre if that would be the case, would he need a motion to that effect, that they (this board) would reimburse the county for that expense, or would he leave it to the board to decide whether or not they want to hire on their own, using the fund? Mr. McIntyre stated that you could do it either way. If, since we already have Dan (Kurek) under contract, it would probably make sense to extend it. If we are going to do that, he said that he thought what we were talking about is developing an accounting of such, of all the money that we've spent so far and, and we are going to bring that back to this board to get a yes or a no as to whether you approve of it being submitted for reimbursement under the g ra nt. Commissioner Coward said to keep in mind, as the initiator of this whole program over a year ago, you essentially have an executive director working for you for free. He said that he is on Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 6 board for another 10 weeks, and that he has every expectation of continuing to perform that role. President Dzadovsky stated that on the next Board of Director's agenda they would discuss: 1.) Administrative Structure (staffing and marketing) a.) Hiring an interim director b.) Overall budget using DOE guidelines c.) Possibly extending Mr. Kurek's contract. d.) Hiring an attorney Ms. Lowery stated that there also had to be a contract between the Loan Fund and the County to clarify duties and responsibilities. She also stated that she agreed with President Dzadovsky that when a Director is hired, they should put out a full-blown search. President Dzadovsky asked for a date and time for the next Board of Director's meeting. It was decided that the next Board of Director's would meet on September 27, 2010 beginning at 1:30 p.m. President Dzadovsky thanked everyone for attending the meeting today and also asked Ms. Hetherington, Mr. Wakefield and Ms. Whiddon (via telephone) if they had any further comments. They stated "no sir." ITEM 11 N ADJOURN: There being no further business, the meeting was adjourned at 4:00 p.m. Respectfully submitted by: Charline Burgess, Aide to Commissioner Doug Coward. rI Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 7 Green CDFI: Solar & Energy Loan Fund of St. Lucie County Board of Directors Meeting September 10, 2010 Page 8