Board of Selectmen - Regular Meeting

Okay, I'm going to call um this special Board of Selectmen meeting to order at 4:01 p.m. on May 6th, 2026. This is a virtual meeting only. Um online we have uh Selectman Jim Lampo, Selectman John Misha, um Katie Balaka is on from Assistant Selectman's office, myself Martha Shoemaker, and we have a guest Bill McNamara as well. Um we're going to discuss old business. Um you were both uh provided um the engagement letter for legal representation and technical support for clean energy RFP services, and we also sent you the waiver of potential conflict of interest um from Cleary regarding the solar prop- possible solar project. So, this is a discussion period. Um so, let's just do basic discussion. How did you both feel if did you have any thoughts, questions about the particular project the other day before we move on to letters? John, Jim, anybody? Well, I I think the project overall is a is a is a great idea. Um I have

[clears throat]

a couple questions on the contract itself. Um the engagement letter. It seems very open-ended in terms of projects. So, I was wondering if we could scratch uh battery storage. Mhm. If we could specify um solar array at Four Mile River uh landfill site. So, it's not quite so open-ended. So, my interpretation of what they said yesterday and from my meeting with Michael Passero is one they want you to sign this only because if you want to go on to do future solar projects, they would like to be your person that that helps you get the contracts, etc. Um so New London has had great success with that having them on their side. I agree that definitely about the battery storage cuz I know that's something we do not want to get into in this town with a volunteer fire department. And I'm happy to ask him to take that out. Um Okay. As far [clears throat] as other um my only concern is that I know that we have 20-year-old solar panels on this on the town hall. And that would be something that perhaps in the future we would want to um see [clears throat] how well they're working and should we be getting uh a newer updated version. So And that that [clears throat] that sort of dovetails into my second question, that's their fee structure. I understand that we don't pay it. Um but the the the bidder ends up making it part of their bid. Um

[clears throat] now I'm a complete novice with this, but it seemed like uh 3 cents uh a watt uh for um I forget if it's legal and then 7 cents for technical, but it ends up being 10 cents per watt. Which seems like it's quite a bit of money. I don't know how big this is going to be, but let's say a 5-acre field from what I've read is is about a megawatt. So you know, we're we're talking millions of dollars. So what bid Bill McNamara us a lot of meat on the bone? [clears throat]

Okay, so Bill Maga he Bill McNamara also read through this for me, but he said that the compensation is quite fair. The potential project will be about 500 kilowatts. And at the rates shown about 10 cents per watt, that would be $50,000 that they would collect from the developer and owner of the project. Um, we would end up paying that fee in a form of a reduced payment from the owner to the Old Lyme over the term. But, that's through that would be part of the contract that we would end up signing if we found someone suitable to take on this project. And one of the things that we do put in our bids, and I can ask um Clae or uh CSW to put in, we always have the terminology that we do what's in best interest of the town of Old Lyme. So, if something came up between now and when we accepted a bid, if we found that there was a concern, by having that one line in there, we can back out. And that's not in this, but in the bidding policy in our bidding policy that we have. So, it is something that we could do. And like I said to them the other day, "What if this falls apart?" They said, "You don't owe us anything." So, I don't know. Um and Bill is online. Bill, do you have anything to add to that just because I know that you've had experience with these types of things before? Yeah, I think it's uh it's quite reasonable. If you break it down between the legal and the technical, the 3 cents for the legal at the 500 KW, which is an assumption, but that's what I've heard from uh uh from them the other night that they

thought that it would be about that size. So, just taking that to put a stake in the ground, that would mean the legal work here is 15,000, the technical work is 35,000. Um in terms of drawing up specifications, finding bidders, evaluating those, putting together the uh the preliminary drawings, I think that's a very reasonable um uh amount of money for the technical people. I think if we brought the drop to a professional engineer and get this done, I think it'd be more than that. And I think the same about legal representation to um to go through all of this and to submit everything that needs to be submitted to the state and to um uh look at all the documents, the site leases, and whatever um contracts that will evolve between the owner and the town, I think that's also quite quite reasonable. Now, would we like it be less? Yes. So, one other way to look at this um is if I made an assumption about how much it's going to cost the owner to put this in, and then backed into what does that mean in terms of um how much our price, the amount of money we're going to get, is going to be reduced, and that would come out to be about 3/10 of 1 cent per kilowatt hour for the 20 years, which um giving someone else all the risk here, I'm I'm all for that. Um you know, all of this can go forward, and Clean Earth Energy, they're going to have all this work done, and

this can come apart because Eversource says, "No, you didn't win." And that's after they've spent all this money. We We don't want to be in that position. So, for all of that, I think it's it's it's pretty reasonable um in terms of what what we're getting and the risk that we're offloading to them. Okay, that makes sense to me. John, do you want to weigh in? Yeah, I'm just I'm kind of similar to Jim where it goes back to batteries and it it the the legal services, the cost is based on the total installed capacity of the battery storage project and we had talked about not having any batteries but having a connection a grid connection right to to Eversource. So, it just doesn't kind of jive with me that we're basing their fee based on on battery storage. Okay. It Yeah, it should be on the solar array. Yeah, and it's the same thing on page three of three, the same thing battery storage is noted there. So, I can talk to Rob Clee about changing

[clears throat]

both of that language that we can't sign unless that's if that's out cuz it's not battery storage. Yes, and I would if I might, I would just limit this to the solar field at this site. Um I think communicating with them that, you know, we're impressed so far. We we like what we see. Um and as everything goes as planned, then yes, we would like to talk talk with you about a future engagement, but this one is for this one project. Um and I think we should make that uh that very clear. And quite honestly, I can't imagine why they're going to have any objections to that. That would make me a lot more confident. So, I go back to them and say take out battery storage notifications versus battery storage everywhere and put in these grid connection to Eversource. of the solar project at uh and cite the location. They use both uh battery storage and then they have clean energy technologies. Let's just leave it to solar at the site. Bill, what what would you expect to see in the place of uh installed capacity of the battery storage project? How what would you expect to see in place of that uh verbage? The um uh the capacity of the solar array. So, it's just the solar arrays and that's what they're talking about 500 kW. No one from their side is proposing uh uh battery storage here. So, um you know, I I I I I don't think this is at all

uh a problem with uh you know, us wanting that taken out. But, I would just limit it to solar at this site. And specify the site. Okay. So, I can have a meeting with them tomorrow. Hopefully, Rob can set something up and I can review that those with him. Um [cough and clears throat] Does anybody have anything with the waiver that they noticed? [cough] Martha's I said this came out of the blue to me. [clears throat]

Had you talked about this with them? Who? With Klee? Had you talked about the waiver with him? This came in late on the 30th to me. It was emailed. It was written on the 29th, but it arrived here on the 30th. Um, so I did not have time to talk to them before they arrived on Monday. But this is there he did tell me in the email this this is the standard waiver of potential conflict because they do work with other towns. And we're all in the same bidding war possibly for the same types of projects. That's not meaning that they're putting any less effort into ours or somebody else's. And again, if they go into the bidding project and we don't get it, then the project dies there until the next round. So it's not our dime, it's theirs. It's not. Is that correct, Phil? Yes, that's all I that's what we're agreeing to. Right. I mean, this is to me, this is like signing a contract with um, I mean, maybe not exactly, but but look at it with town town attorney. Town attorney for us might be the same town attorney for Groton or whatever. You it's you you're you can't have a conflict of interest on those either if you're going out for helping them with contracts or whatever for their things. You have to stick to whoever you're billing to. Stay in the lane. So their their real concern here is that for this next resource bidding uh, review that they might be representing several towns. Right. And if those towns win, then um, you know, they don't they don't want us to come back and say foul. And and that's I understand that. The reality is

they are not going to decide what goes into that bid to Eversource. That's going to be the owner. So it's not as if Cleary and associates here are going to determine and say, "Okay, Groton's here and Old Lyme is here." They're they're not going to be the ones putting that number in. That's going to be the owner. So, I think it'd be far-fetched. But, as I said yesterday, you know, you ask for a waiver, do we get one, too? You know, that's what I was always taught. You know, if you get a So, you give a waiver, get a waiver. You know, but I'm not sure what I would ask for in terms of a waiver. Well, I do want you both to know that I forwarded this to um Susman and Shapiro is at the exact same time I sent it to both of you. Um I have not heard back from them, but I did ask for a review of it. Um and I will push that um I haven't had time today because we've been doing interviews, but I can give a call to Christie after this and see if she's had chance to look it over. Um So, what I would like to do is go back to Rob Cleary tomorrow, ask him the questions, ask for the changes. I know they're in a time crunch, but he's going to have to get back to me with answers as quickly as possible. Um and if not, we just have to do another special meeting on Friday to just sign off on these. Um but I cuz I know they're under time crunch mode. Yeah. But, if there's any

on the first letter that he's going to object to anything that we've that we're proposing here. Right. And as far as the potential conflict of interest, I I mean, I think it's pretty much legal standard legal document that just wants you to know that they're working for other people as well. That's my That's my read on it when I read through it. Any other comments from John and Jim? No, it's just that uh them working with other municipalities is part of the appeal of working with them because they have the experience. So, the the the whole waiver doesn't really concern me. Okay. Good point. Jim, anything else? Uh no. I would if you want to move on this, I think we could do it if we specified that uh battery storage has to be replaced with solar array at Four Mile River and um that this contract is specific to the Four Mile River solar array and not a general uh renewable contract. So.

Okay. If if you want to make a motion for it today, otherwise we can wait until we see uh if they agree to those revisions. I I will do whatever the two of you feel is most comfortable. I'm happy to do a a motion with make the necessary changes. I would still send it out to you before I signed it. And if you came back to me and said, "I don't like this still." then we'd just have a quick meeting to say, "Change the motion and say we don't like what we saw, so therefore we're not going forward." or ask for additional changes. I mean, I I would I would rather see the changes just to make sure that everyone's on the same sheet of music and that, you know, the whole battery thing is the way it was presented in the meeting is the way it is in the contract. Okay. I'll try try to get a hold of Rob before my 5:30 meeting. Um All right. Next up on Are you good with that? We'll I'll talk to Rob. I'll talk to Christie. I'll get back to both of you. We have to do a quick 5-minute on I'll I'll send changes. I'm sure he'll get it over to me tomorrow with changes. Um so if we have to we'll do another quick virtual on Friday. Sound good? It's fine. Okay. Now we just need to I shall also send you the warning of the town meeting uh annual budget meeting um from May 18th. This is standard language. It is the exact same as last year except with the dates changed. So I need a motion to accept this warning then both of you will just need to remember that there will be a copy of this on Michelle's counter and if you can stop in um to sign it at some time in the next um 4 or 5 days that would be great. Doesn't have to be signed immediately but just so that you know. Yeah, I'll be I'll be gone the rest of the week so

it'll have to be Monday. That's fine. So can I have a motion to uh approve the warning of the town of Old Lyme 2026 annual budget meeting? Make a motion to approve the warning of town of Old Lyme 2026 annual budget meeting. I'll second.

Oh, I second it too. I'll give it to you, Jim. It's fine. All right. Any other further discussion? Hearing none, I'll call for a vote. All those in favor of passing the warning of the town of Old Lyme 2026 annual budget meeting signify by saying I. I. Any opposed? Any abstention? Motion passes. [clears throat] I need a motion to adjourn. I'll make a motion to adjourn. 4:20 Jim, Sean, any discussion on that? Okay, all those in favor of adjourning at 4:20 please signify by saying I. I. I. I. Abstentions? Opposed? We're good to go. Gentlemen, thank you very much.