Minutes of the Regular Meeting Northwest Rural Public Power Distrit Board of Directors December 27, 2012, Unapproved

The regular meeting of directors of Northwest Rural Public Power District was held in the Conference Room of the District December 27, 2012 at 1:00 P.M.

The meeting was called to order by the president, Gary Fuchser.  Directors who answered the roll call were Bruce Troester, Gary Fuchser, Mike Van Buskirk, Wayne Cobb, Robert Rickenbach, Jim Johnson, and Lee Ahrens was absent.

Also present were Rolland Skinner, manager; Arlene Lahaye, office manager; Russ Reichenberg, line superintendent; Les Tlustos, consumer services; Terry Curtiss, District Counsel, and Tom Beamon, CFC.

The Open Meeting Law posting was acknowledged. 

All votes are unanimous upon a roll call vote unless noted.

A motion was made by Robert Rickenbach, duly seconded by Wayne Cobb to accept the order of business as published and supplemented at this meeting; motion carried.

A motion was made by Bruce Troester, duly seconded Jim Johnson, that the minutes of the meeting held November 26th be approved as published and mailed to all directors on December 21st; motion carried.

The office manager reviewed the November Cash Flow report.  Graphs on purchased and sold power, demand and cash flow were reviewed. Discussed year to dated figures for energy sales and purchased power.   A motion was made by Bruce Troester, duly seconded by Wayne Cobb to accept the November financial reports; motion carried.

Rolland Skinner reviewed the estimated year end as compared to the 2012 Budget.  Rolland discussed the construction projects, and the effects that the fire had on our yearend financial picture.  

The proposed 2013 Budget was reviewed and a discussion was held on the relationship of the 2013 Budget to the 2012 estimated year end. A discussion was held on the purchased power cost for 2013, the budgeted amount for energy sales and how the new Tri-State Rate for 2013 could affect our costs.  A motion was made by Bruce Troester, duly seconded by Wayne Cobb to accept the proposed 2013 Budget; motion carried.

Wayne Cobb made a motion to excuse Lee Ahrens’ absence from the meeting.  The motion was duly seconded by Jim Johnson; motion carried.

Tom Beamon, CFC representative, spoke to the Board concerning bridging our financial needs.  We currently have a $2 million Line of Credit (LOC) at today’s rate of 2.9%.  We also have a $3 million Emergency Line of Credit (ELOC) at today’s rate of 2.4%.  The ELOC can be carried for up to 5 years unlike the LOC that has a clean out provision for 5 days each year, but CFC can waive the annual clean out provision for 2 years.  There is also a $10 million Power Vision Loan available to us and we could draw against this loan for up to 5 years and amortize amounts for different terms up to 25 years.

CFC requires 1.35 Debt Service Coverage (DSC), the best 2 out of year’s average.  By maintaining a 1.35 DSC we would received .375% off term financing.  Following a discussion a motion was made by Robert Rickenbach to (1) request a two year waiver of the 5 day pay off requirement on the Operating LOC (2) Raise the Operating LOC to $4,000,000 (3) Approve a $10,000,000.00 Power Vision Loan for use as determined at the time of draw.  The motion was seconded by Mike Van Buskirk; motion carried.

Rolland Skinner reported on the Gordon transformer.  Test indicated there was no internal arcing therefore we will not have any reimbursement from our insurance.  The transformer is aluminum wound, but will be copper rewound.   For about the 1/3 the cost of a new transformer we will have a transformer that should be in service for another 30 plus years.  We should have the transformer back in service sometime the middle of January.

The transformer for the Rush Creek Sub is due in about the same time and we are hoping to be able to utilize the crane in both locations instead of bringing it up again.

The Board was updated on the construction progress for the Rush Creek Sub and the Rolling Meadow project.  We are a little ahead of schedule and all the underground is in on the Rolling Meadow project.  There are 2 sections of overhead to build.  The irrigation company is working on getting their panels in and ready.  On the 34.5 line the poles are framed and set on the east west line and the poles will be leaned out on the north south line for the new construction.  NPPD will be starting on their 34.5 in February.

Rolland Skinner discussed the problem with the AMR reading due to the installation of the mobile sub.  As soon as the Gordon transformer in put back in service the AMR system will be responding without any problems.

Rolland Skinner reviewed our construction schedule through 2014.  With the additional work due to the fire this past summer and requests that we have already received.  Rolland requested approval for additional use of the Contractor to catch up on work.  We will re-evaluate as additional 2013 requests come in, and will return to the Board for additional approval if needed.  A motion was made by Robert Rickenbach, duly seconded by Wayne Cobb to approve the use of the Contractor to assist with construction work; motion carried.

A discussion was held concerning a proposed letter to be sent to all customers on the NPSIG activities.  Terry Curtiss commented on some revisions in the first paragraph and suggested approving the mailing upon approval of the NPSIG Attorney.  It was the consensus of the Board that the letter should come from Rolland and the Board.  A motion was made by Bruce Troester, duly seconded by Jim Johnson to approve the letter based on approval of NPSIG Attorneys; motion carried.

 Russ Reichenberg reviewed the Safety Report for November.  A discussion was held concerning the non NRPPD personnel incident that occurred.  A motion was made by Jim Johnson, duly seconded by Wayne Cobb to accept the November Safety Report; motion carried.  

The January meeting date was set for January 31st.

Les Tlustos handed out an article that The Sheridan County Journal Star placed in their paper on the Gordon transformer.

Gary Fuchser reported on the NREA Statewide meeting.  Gary is on the Policy and Resolution Committee and the new manager for NREA is Troy Bredenkamp.

A motion was made by Wayne Cobb, duly seconded by Robert Rickenbach to go into an executive session at 4:06 PM to discuss staff wages; motion carried.

Les Tlustos, Russ Reichenberg and Arlene Lahaye left the meeting.

Les Tlustos, Russ Reichenberg and Arlene Lahaye rejoined the meeting at 4:33 PM.

A motion was made by Wayne Cobb, duly seconded by Robert Rickenbach to come out of executive session at 4:34 PM.

A motion was made by Gary Fuchser, duly seconded by Robert Rickenbach to increase staff wages, Les Tlustos, Ron Housh, Russ Reichenberg and Arlene Lahaye, 4.05% on total package and a $1,500 bonus for the additional work load added in 2012; motion carried.

A motion was made by Gary Fuchser, duly seconded by Wayne Cobb to give Rolland Skinner 2 more weeks of vacation and to extend the $1,500 bonus to him as well; motion carried.

Wayne Cobb left the meeting at 4:36 PM.

At 4:37 PM a motion was made by Robert Rickenbach, duly seconded by Jim Johnson to go into an executive session to discuss NPSIG issues. Mike Van Buskirk, aye; Bruce Troester, aye; Wayne Cobb, absent; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.  Russ Reichenberg, Les Tlustos, and Arlene Lahaye left the meeting.

At 5:34 PM a motion was made by Jim Johnson, duly seconded by Robert Rickenbach to come out of executive session.  Mike Van Buskirk, aye; Bruce Troester, aye; Wayne Cobb, absent; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.

At 5:35 PM Wayne Cobb and Arlene Lahaye rejoined the meeting.

There being no further business to come before the Board, the President declared the meeting adjourned at 5:40 P.M.

Approved: President

Signed: Secretary

Published: January 23, 2013