May 2022 Minutes

MOUNTAIN PARKS ELECTRIC, INC.

Regular Meeting of the Board of Directors

Granby Colorado

May 12, 2022

8:00 A.M.

Attendance

Present: Richard Zieff, Mark Volt, Liz McIntyre, Kristen Taddonio, Justin Fosha, Carl Trick, Mark Johnston, Rob Taylor, Jessica Rahn, Stacie Dellamano, Donn Finn, Scott Simmons, Joe Palmer, and Levi Williamson, all in person.

Call to Order

Vice President Liz McIntyre called the meeting to order at 8:00 a.m.

Determination of Quorum

A quorum was declared.

Minutes

The Board reviewed minutes from the April 14, 2022 meeting. The minutes were revised to delete reference to a recess at 9:19 a.m., which did not occur.

MOTION: It was properly moved, seconded, and carried to approve the minutes for the April 14, 2022 board meeting as revised.

Attorney Summary Fees Report

The Board reviewed Attorney Williamson’s fees summary report for April 2022.

Public Comment

There was no public comment.

Manager’s Report

General Manager Johnston reported on the status of the community solar project. Staff narrowed the bidders to two finalists, Cloudbreak and Pivot Energy. Staff met with the finalists and selected Cloudbreak. Staff received Cloudbreak’s proposed PPA and hope to present it to the Board in June.

Johnston reported on his discussions with member Micah Maramaro regarding his planned EV charging plaza in Walden. MPEI is waiting to receive information from Maramaro.

Johnston reported on the status of the FERC Tri-State CTP matter. The final hearing began May 3rd and is scheduled to end May 13th. The deadline to apply to Tri-State for a partial requirements contract is May 13, 2022. Johnston has completed the application and is ready to submit the application.

Johnston reported on the status of MPEI’s fiber backbone project. Phase 1 should be completed this summer. Staff will present bids for Phase 2 later in the meeting. Johnston expects to receive a proposal for lease of the fiber network soon.

Johnston reported on personnel matters, including the open safety coordinator position.

Johnston reported on his attendance at the CREA managers’ meeting. CORE/IREA is leaving CREA and NRECA.

MPEI obtained a $10,000 grant from CoBank through its Sharing Success program for the Mountain Family Center TOTES program, which helps schools provide food security for families and children. MPEI will match the grant.

Safety Report

General Manager Johnston presented the Safety Report. There were no accidents in April. The safety committee focused this past month on loss prevention and preparing for the Rural Electric Safety Achievement Program (RESAP).

MOTION: It was properly moved, seconded, and carried to accept the Safety Report.

Discussion/Action Item A

NRECA 401K Restatement Resolution

MOTION: It was properly moved, seconded, and carried to approve the following resolution:

WHEREAS, Mountain Parks Electric, Inc. is a participating employer in the 401(k) Pension (401(k)) Plan

WHEREAS the Board of Directors of Mountain Parks Electric, Inc. is aware that the Plan(s) must periodically be amended to comply with new or changed regulations, rulings, legislation and plan operations, and that this restatement will be effective July 1, 2022.

THEREFORE BE IT RESOLVED that this Board authorizes the July 1, 2022 amendment, restatement and continuance of the Plan(s) to conform in its (their) entirety with all the provisions of the governing plan document(s) of the Plan(s) through the execution of the Adoption Agreement(s), which includes all of the provisions of the Cooperative's most recently executed Adoption Agreement(s)and any compliance clarifications needed to conform with plan operations; and

BE IT FURTHER RESOLVED, in the event that the timing of the restatement does not correspond with regularly scheduled meetings of the Board of Directors, the Board does hereby authorize and direct the cooperative's (or the participating employer's) authorized representative to execute all necessary documents and to take any and all further actions necessary to carry out the July 1, 2022amendment and restatement of the Plan(s); and, NRECA is fully authorized to rely on this designation in processing the restatement of the Plan(s).

Discussion/Action Item B

Special Meeting Re Director Districts

General Manager Johnston asked if the Board would like to schedule a special meeting to consider Director Districts. After discussion regarding scheduling, the Board asked staff to ask NRECA about their availability to facilitate the meeting.

Discussion/Action Item C

Elect Delegate to CoBank Annual Meeting

MOTION: It was properly moved, seconded, and carried to appoint Dick Zieff as MPEI’s delegate and Mark Johnston the alternate to the CoBank Annual Meeting.

Discussion/Action Item D

B-6 Local Vendor Preference

General Manager Johnston presented Policy B-6.

MOTION: It was properly moved, seconded, and carried to approve Policy B-6 as presented and to make it public.

Discussion/Action Item E

Policy B-8 Release of Corporate Information

General Manager Johnston presented revised Policy B-8. The Board directed staff to make further revisions and present at the June meeting for approval.

Discussion/Action Item F

Policy B-3 Financial Management

General Manager Johnston presented revised Policy B-3. Vice President McIntyre tabled consideration of Policy B-3 to receive privileged legal advice from Attorney Williamson in executive session.

Discussion/Action Item G

Partial Requirements Contract

General Manager Johnston reported on the results of staff’s analysis of a potential partial requirements contract with Tri-State. Johnston recommends applying for 20MW. Vice President McIntyre tabled consideration of partial requirements to discuss confidential terms of the PPA in executive session.

Discussion/Action Item H

CFC Loan

Vice President McIntyre tabled consideration of the CFC Loan to a future meeting after loan documents are finalized.

Vice President McIntyre recessed the meeting at 9:35 a.m. and reconvened the meeting at 9:50 a.m.

Engineering Report

Manager Simmons presented the engineering report to the Board. Simmons reported that he expects to have bids for the Highway 125 project in time for the June meeting. Supply chain issues are affecting MPEI’s projects.

Operations Report

Manager Finn presented the Operations Report. Finn reported that he submitted his resignation, effective June 3, 2022. Finn presented a sample of material that MPEI is wrapping poles with to mitigate fire damage. April was a challenging month due to high winds and weather. MPEI prioritized keeping members supplied with power. MPEI will be communicating to members when extra precautions are put in place to reduce the risk of fire.

Finance Report

Manager Dellamano presented the Finance Report. The RUS buyout is complete. MPEI’s finances are close to budget for 2022. Dellamano reported on the status of FEMA funding for fire damage.

Information Technology Report

Manager Palmer presented the IT report. Palmer reported on his attendance at the CREA IT Conference. CREA is creating the Rural Electric Cyber Achievement Program (RECAP). Palmer is working to improve meter reliability.

Human Resources & Administration Report

Manager Rahn presented the Human Resources and Administration report to the Board. MPEI qualified for a 5% discount on its worker’s compensation premium.

Member Relations & Communications Report

Manager Taylor presented the Member Relations and Communications Report. Taylor reviewed the Directors’ written materials for the MPEI Annual Meeting. MPEI is hosting several events to improve member communications, including the upcoming Electrify the Outdoors event, which will include demonstrations of electric mowers, leaf blowers, and an e-bike drawing.

Bill for Payment

The Board reviewed the list of cash disbursements for April 2022.

Board Open Forum

Director Trick reported on his attendance at the regular meeting of the Tri-State Board of Directors. Tri-State expects a ruling in the FERC CTP docket in early 2023. Fitch and Moody’s rated Tristate stable while the S&P outlook is still negative. Gunnison Electric CEO, Mike McBride, presented his analysis of Kit Carson and DMEA power costs compared to what their cost would be with Tri-State.

Director Zieff reported on his attendance at the Western United Electric Board of Directors meeting. Western’s backlog is up, especially transformers. The cable cutting operation is underway.

Director McIntyre reported on her attendance at the meeting of the Green Power Advisory Committee. The GPAC would like to use MPEI’s records to email Green Power Program members quarterly.

Directory McIntyre reported on her attendance at the Tri-State Rate Committee meeting. The next meeting will focus on the “tilt” in Tri-State’s rate. The committee is also looking at whether the eastern and western interconnects should have the same rate.

Director Volt reported on member concerns regarding the possibility of rolling blackouts this summer. The concerns stem from a comment by County Commissioner Manguso regarding the likelihood of blackouts this summer. General Manager Johnston reported that he spoke with the Commissioner. General Manager Johnston explained that Tri-State does not expect any blackouts this summer. Director Volt also reported that a member asked MPEI to provide locates for member facilities, in addition to MPEI facilities. Manager Finn and General Manager Johnston explained the history of locates at MPEI and why MPEI does not provide locates for member owned facilities.

Director Taddonio reported on her efforts to inform local contractors about cold climate heat pumps. Taddonio reported that cold climate heat pumps can effectively provide whole home heat for new construction.

Emergency Business

Director McIntyre reported that the GPAC nominated two people for appointment to the GPAC: Alisha James and Kristen Spronz.

MOTION: It was properly moved, seconded, and carried to appoint Alisha James and Kristen Spronz to the GPAC.

Manager of Engineering Scott Simmons reported that MPEI received bids from four contractors for the Phase 2 Fiber Project. Simmons interviewed the two lowest bidders. He recommends accepting Primoris’ $1.863 million bid.

MOTION: It was properly moved, seconded, and carried to accept the Primoris bid.

Executive Session

MOTION: It was properly moved, seconded, and carried to go into executive session for confidential discussion regarding employee housing, Fraser housing project, capital credit retirements for inactive members, litigation matters, partial requirements, Policy B-3, the Buffalo Creek Project, customer owned lines, and personnel matters.

Board Members were in attendance as well as Attorney Williamson, General Manager Johnston, Manager Simmons, Manager Taylor, Manager Dellamano, Manager Palmer, Manager Finn, and Manager Rahn. General Manager Johnston, Attorney Williamson, and Directors were present for discussion regarding personnel.

Vice President McIntyre recessed the meeting at noon and reconvened the meeting at 12:49 p.m. while still in executive session.

MOTION: It was properly moved, seconded, and carried to come out of executive session.

MOTION: It was properly moved, seconded, and carried to authorize General Manger Johnston to submit a partial requirements application to Tri-State for a maximum of 20MW and a minimum of 10MW.