March Board Meeting
MOUNTAIN PARKS ELECTRIC, INC.
Regular Meeting of the Board of Directors
March 8, 2018
Present: Jeff Hauck, Richard Zieff, Carl Trick, Justin Fosha, Liz McIntyre, Peggy Smith, Mark Volt, Tom Sifers, Jessica Rahn, Stacie Dellamano, Susan Hunter, Scott Simmons, Rich Trostel, Rob Taylor, and Bryson Fredregill.
Call to Order
President Hauck called the meeting to order at 8:00 a.m.
Determination of Quorum
A quorum was declared.
There was no public comment.
The Board reviewed the meeting minutes from the February 8, 2018 meeting. The Board revised the minutes by replacing “revenue” with “load” in the second sentence of the Member Relations and Communications Report.
MOTION: Director Trick moved to approve the minutes of the February 8, 2018 meeting as revised. The motion passed unanimously.
The Board reviewed the meeting minutes from the February 21, 2018 Special Meeting of the Board of Directors.
MOTION: Director Zieff moved to approve the minutes of the February 21, 2018 Special Meeting as presented. The motion passed unanimously. Director McIntyre abstained.
Attorney Summary Fees Report
The Board reviewed Attorney Williamson’s fees summary report for February, 2018.
MOTION: Director Zieff moved to approve Attorney Williamson’s report. The motion passed unanimously.
The General Manager’s Report as prepared by Tom Sifers was reviewed. Sifers reported on the status of the annual meeting. He reported that RUS has approved a Federal Financing Bank loan in the amount of $30,311,000.00 to Mountain Parks Electric, Inc. (MPEI) He reported on Sangre de Cristo electric Association, Inc.’s decision to leave Touchstone Energy. He reported that MPEI will receive $1,127, 843 from Tri-State in patronage capital. He reported that MPEI contributed $2,500.00 to participate with DMEA, San Luis Valley, and Southeast in retaining lobbyists Kathleen Oatis and Steve Balcerovich for representation on SB18-002 Concerning the Financing of Broadband Deployment. Sifers discussed his participation in the House hearing on SB18-002 and amendments to the bill. He presented the results of a CAMU survey of municipal, cooperative, and IOU rates for 700 kWh residential class. He presented the CoBank 2017 financial report. He discussed his investigation into standby rates, a cost of serve study, time of use rates, and legislation related to electric vehicles. He presented a survey of cooperative capital credits refund cycles, a survey of other Colorado cooperative fiber optic systems, a resolution from Summit County to be 100% renewable by 2035, and revenues associated with municipalities service by MPEI.
The Engineering Report as prepared by Simmons was reviewed. Simmons reported on the status of Sandridge Energy’s proposed flare gas generation project, including discussions with Tri-State. He reported that the meter data management project is on hold pending further review of MPEI’s ATS software. He reported on his meeting with Nate Walowitz of the Northwest Colorado Council of Governments regarding MPEI’s plans for installing fiber optic line.
President Hauck recessed the meeting at 9:41 a.m. and reconvened at 9:53.
Operations & Safety Report
The Operations and Safety Report as prepared by Trostel was reviewed. He reported on the status of the Grand Lake LED Streetlight Project, which is near completion. There were six outages in the month of February. Trostel discussed MPEI’s potential participation in CREA’s project to send lineman to Guatemala to build line. MPEI employees have worked a total of 134,554 hours without a lost time accident.
MOTION: Director Trick moved to accept the Safety Report. The motion passed unanimously.
The Finance Report as prepared by Dellamano was reviewed. Dellamano presented the Form 7 for December 2017 and January 2018. She presented the Balance Sheet for January 2018 and reported that MPEI is changing the way it records inventory and special equipment to reflect true inventory. She presented the USDA Financial and Statistical Report Part R, the KW/KWH Data Report, and Budget Report through January 2018. She also presented the financial reports for the Charitable Trust, Education Trust, Green Power Fund, and Mountain Parks Services, Inc. through January 31, 2018
MOTION: Director McIntyre moved to approve the Finance Report. The motion passed unanimously.
Information Technology Report
The Information Technology Report as prepared by Palmer was reviewed.
Human Resources and Administration Report
The Human Resources and Administration Report as prepared by Rahn was reviewed. Rahn discussed goals, including getting to know the company and reducing risk of liability. She discussed upcoming harassment prevention training.
Member Relations and Communications Report
The Member Relations and Communications Report as prepared by Taylor was reviewed. He reported on press releases, including broadband, Green Power Program, and Operation Roundup. He reported that, pending contract review, Tri-State has agreed in principle to partner with MPEI for phase 2 testing of the Air-Source Heat Pump Pilot Project. He presented the new radio ad.
Office Services Report
The Office Services Report as prepared by Hunter was reviewed. She reported that Lindsay McCann has been named Billing Supervisor. She reported on implementation of the 9-hour workday option. She reported on the status of MPEI’s payment processing and posting process.
Bills for Payment
The Board reviewed the list of cash disbursements for February, 2018.
MOTION: Director Fosha moved to ratify the February 2018 cash disbursements from general funds per the cash disbursement list presented to the Board. The motion passed unanimously.
Open Board Forum and Associated Organization Board Reports
Director Trick reported on his attendance at the regular meeting of the Tri-State Board of Directors. He reported that Southwestern Electric and Springer Electric, both in New Mexico, are investigating merger in 2018. Tri-state’s final 2017 margins were $71 million, which is reduced to $61 million after revenue deferral. He reported that the Colorado Pines Hydro Storage Project has been extended to 2058. He reported on FERC Order 841, Tri-State’s wind and solar assets, the member value brochure, non-member sales, and the status of RTO discussions.
Director Zieff reviewed Western United Electric’s financials.
Director Hauck reported on his attendance at the regular meeting of the CREA Board of Directors. He reported that a couple of co-ops dropped out of the RMI project and that CREA is trying to determine how to position itself politically.
Action Item #1
Authorize the use of mail-in ballots (for director elections),
Taylor presented and recommend the Board adopt a resolution authorizing the use of mail-in ballots for director elections at the 2018 annual meeting.
Action Item #2
Establish date of record (for director election)
Taylor presented and recommend the Board establish Friday, March 23, 2018 as the date of record for determination of members eligible to vote on the election issues at the 2018 annual meeting.
Action Item #3
Approve voting committee (for director election)
Taylor presented and recommended that the following be appointed to the Voting Committee for the 2018 annual meeting:
MOTION: Director McIntyre moved to adopt a resolution authorizing the use of mail-in ballots for director elections, to establish Friday, March 23, 2018 as the date of record for determination of members eligible to vote on the election issues, and to appoint Dennis Carpenter, Greg Guthridge, Bob Saint, Bill Tomasek, Sue Tomasek, and John Weininger to the Voting Committee for the 2018 annual meeting. The motion passed unanimously
Action Item #4
Award Hinman to Muddy Pass construction contract
Simmons presented labor only bids for the Hinman to Muddy Pass Project. He recommended that the board accept the low bid from Ward Electric
MOTION: Director McIntyre moved to accept the low labor only bid from Ward Electric for the Hinman to Muddy Pass Project. The motion passed unanimously.
Action Item #5
Approve patronage refund
Sifers and Dellamano presented the proposed 2018 patronage capital refund. They recommended the board retire $1,466,943.18, which is made up of $388,530.78 of unretired 1991 Tri-State capital credits and $1,078,412.40 of unretired MPEI 1995 capital credits.
MOTION: Director Zieff moved to approve the retirement of $1,466,943.18 of patronage capital. The motion passed unanimously.
Action Item #6
Certify Tri-State G&T director
Sifers presented a memorandum from Tri-State indicating that MPEI needs to elect a representative to serve on Tri-State’s Board of Directors and certify to Tri-State the election of said member.
MOTION: Director McIntyre moved to elect and certify Carl Trick as MPEI’s representative to the Tri-State Board of Directors. The motion passed unanimously.
Action Item #7
Appoint delegate and alternate for the Tri-State G&T annual meeting
Sifers presented the Credentials Sheet for the Tri-State G&T annual meeting.
MOTION: Director McIntyre to designate Dick Zieff as the delegate and Peggy Smith as the alternate to represent MPEI at the Tri-State Generation and Transmission Association annual meeting. The motion passed unanimously.
President Hauck recessed the meeting at 11:27 a.m. and reconvened at 11:40
MOTION: Director McIntyre moved to go into executive session for confidential discussions regarding business opportunities, broadband, and equity management and attorney-client privileged advice regarding real estate matters and document requests, with the following in attendance: all Directors and staff present at the meeting, Sifers, and attorney Fredregill. The motion passed unanimously.
President Hauck recessed the meeting at 12:21 p.m. for lunch and reconvened at 12:59 p.m.
MOTION: Director McIntyre moved to come out of executive session. The motion passed unanimously.
The Meeting adjourned at 1:31 p.m.
Immediately upon adjournment Sifers conducted a coin flip to determine the ballot order of candidates for District 5 with the following present: all Directors and staff present at the meeting, Sifers, and attorney Fredregill. Sifers indicated that heads would represent Candidate Hauck and tails would represent Candidate Shankland. Sifers flipped the coin and the result was heads. Candidates Hauck and Shankland will appear on the ballot first and second, respectively.