Minutes of the Regular Meeting Northwest Rural Public Power District Directors, February 28, 2013 Unapproved

The regular meeting of directors of Northwest Rural Public Power District was held in the Conference Room of the District February 28, 2013 at 1:00 P.M.

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

Also present were Rolland Skinner, manager; Arlene Lahaye, office manager; Russ Reichenberg, line superintendent; Ron Housh, planning engineer; Les Tlustos, consumer services; Terry Curtiss, District Counsel.

Wayne Cobb made a motion to excuse Jim Johnson and Bruce Troester’s absence from the meeting. The motion was duly seconded by Gary Fuchser; motion carried.

The Open Meeting Law posting was acknowledged. 

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

A motion was made by Mike Van Buskirk, duly seconded by Lee Ahrens to accept the order of business as published and supplemented at this meeting; motion carried.

A motion was made by Wayne Cobb, duly seconded Lee Ahrens, that the minutes of the meeting held January 31st be approved as published and mailed to all directors on February 22nd; motion carried.

A discussion was held on updating the voting and alternate delegates for NREA. A motion was made by Lee Ahrens, duly seconded by Wayne Cobb to appoint Gary Fuchser as voting delegate and all other board members and Rolland Skinner as alternates; motion carried. 

A discussion was held on the effective dates for the 2013 rates.

Bruce Troester joined the meeting at 1:10 PM.

A motion was made by Wayne Cobb to have the 2013 rates go into effect March 1st for all irrigation revenue accounts and April 1st for all other revenue classes, the motion was seconded by Gary Fuchser; motion carried.

Rolland Skinner reviewed a quote from Federated Rural Electric Insurance on deductible limits. Rolland recommended that we stay at the current liability levels. Rolland stated that we are at a $4million level now on the DOM Policy and he recommends that we do raise the limit to $8million. A discussion followed on the cost and exposure to the District. A motion was made by Bruce Troester, duly seconded by Gary Fuchser to leave the liability levels as is and raise the DOM level to $8million; motion carried.

The office manager reviewed the January Cash Flow report explaining the high construction expenses for January. 

Jim Johnson joined the meeting at 1:30 PM.

Graphs on purchased and sold power, demand and cash flow were reviewed. A motion was made by Bruce Troester, duly seconded by Gary Fuchser to accept the January financial report; motion carried.

The office manager explained to the Board that the Board had made a motion in November 2012 to increase the CFC Line of Credit (LOC) to $4million; however CFC needs an official resolution and other paper work in order to complete the process and increase our LOC. Resolution 1-2013 as follows was presented to the Board:

1-2013

CERTIFICATE OF RESOLUTIONS AND INCUMBENCY 

I, Lee Ahrens, do hereby certify that (i) I am the Secretary of NORTHWEST RURAL PUBLIC POWER DISTRICT (hereinafter called the “District”); (ii) the following are true and correct copies of resolutions duly adopted by the board of directors of the District at a meeting held on February 28, 2013; (iii) the meeting was duly and regularly called and held in accordance with the bylaws of the District; (iv) the District is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and there is no pending or contemplated proceeding for the merger, consolidation, sale of assets or business or dissolution of the District; (v) forms of the loan documents were submitted to the meeting and were authorized by the board of directors to be executed; (vi) none of the following resolution has been rescinded or modified as of this date; and (vii) the persons authorized below have been duly elected or appointed to their respective positions and occupied such positions on the date of actual execution of the loan documents: 

WHEREAS, the District has previously established a line of credit and authorized borrowing from the National Rural Utilities Cooperative Finance Corporation (“CFC”) in the aggregate amount of Two Million and No/100 Dollars ($2,000,000.00) for automatically renewing successive twelve (12) month periods (the Line of Credit”); and 

WHEREAS, the District wishes to increase the amount of the Line of Credit to Four Million and No/100 Dollars ($4,000,000.00). 

NOW THEREFORE BE IT RESOLVED, that the individuals listed below are hereby authorized to execute and to deliver to CFC an amendment to the line of credit agreement with CFC governing the Line of Credit (the “Line of Credit Agreement”), substantially in the form of the amendment presented to this meeting, in order to increase the amount of the Line of Credit to Four Million and No/100 Dollars ($4,000,000.00) (the “Amendment”). 

RESOLVED, that each of the following individuals is hereby authorized in the name and on behalf of the District to execute and to deliver the Amendment and all such other documents and instruments as may be necessary or appropriate, to make all payments, to execute any future amendments to said Line of Credit as such individual may deem appropriate within the amount authorized herein and to do all such other acts as in the opinion of such authorized individual acting may be necessary or appropriate in order to carry out the purposes and intent of the foregoing resolutions: 

Office or Title Name (typed or printed) 

President: Robert Rickenbach 

Treasurer: Bruce Troester 

General Manager: Rolland Skinner 

(SEAL) Office Manager: Arlene Lahaye 

IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the District this 28th day of February, 2013. 

A motion was made by Mike Van Buskirk, duly seconded by Jim Johnson to accept Resolution 1-2013 to increase the CFC LOC to $4million; motion carried.

Rolland Skinner explained to the Board that in 2008 we built to two 25 HP booster pumps. Contribution in Aid of Construction was paid, but the services have never been used and the spring access fees have not been paid. NRPPD has made contact with the individual with no success collecting the amount due. A discussion followed, and Rolland made a recommendation that these two accounts are turned over to our Attorney and the lien provision be exercised. A motion was made by Gary Fuchser, duly seconded by Wayne Cobb to turn the accounts over to our Attorney to file the lien provision; motion carried.

Russ Reichenberg informed the Board that Verizon would like to add 6 additional cable runs on our Gordon tower. Verizon had a structural analysis done and our tower cannot support the additional runs. Russ stated that it would cost approximately $100,000 to upgrade our tower. A discussion followed on options for negotiating the upgrade costs with Verizon. The consensus of the Board was for Russ to negotiate the possible costs with Verizon.

Ron Housh passed around pictures of the Rush Creek Substation, and stated that our 3 miles of the 34.5 line will be done next week and NPPD has 85% of their poles set on the section of their 34.5 build. If construction continues to go well we may be able to energize early.

Ron Housh reported to the Board the Gordon transformer is on line and the installation went very well. The AMI is reading 98% of the meters on the Gordon Sub. He is working with Aclara to work out the bugs in the system. The Chadron Substation AMI equipment is on line and we will start to install meters in the Chadron Sub area.

Russ Reichenberg reviewed the Safety Report for January. A discussion was held concerning the injuries, vehicle accident, property damage and the near miss incident that occurred. A discussion was also held concerning the incident involving non NRPPD personnel. The training that occurred during the month was discussed. A motion was made by Wayne Cobb, duly seconded by Mike Van Buskirk to accept the January Safety Report; motion carried. 

Russ Reichenberg discussed the Crawford Warehouse and the need to raise the roof in order for the bucket truck to fit inside. Russ received an estimate for the modification of $92,000. He also has an estimate of $110,000 for a new building. Russ stated that he and Rolland would like to go out and get some other quotes to modify the existing building.

Rolland Skinner handed out the notice of the Tri-State March meeting. A brief discussion followed.

Robert Rickenbach reported on the NREA Legislative Update he attended. 

Rolland Skinner reported on the Bill to remove the exemption on the fuel for generation. Rolland also reported on the presentation given at the NREA meeting on NRECA Health Insurance.

Russ Reichenberg went over a time line for construction to be done this year. A discussion followed.

Bruce Troester requested that a discussion of the Board for a manager search be placed on the March agenda.

At 3:25 PM a motion was made by Mike Van Buskirk, duly seconded by Bruce Troester to go into an executive session to discuss NPSIG litigation issues. Mike Van Buskirk, aye; Bruce Troester, aye; Wayne Cobb, abstain; Robert Rickenbach, aye; Gary Fuchser, aye; Lee Ahrens, aye; motion carried. Wayne Cobb, Russ Reichenberg, Les Tlustos, Ron Housh and Arlene Lahaye left the meeting.

At 4:55 PM a motion was made by Lee Ahrens, duly seconded by Gary Fuchser to come out of executive session. Mike Van Buskirk, aye; Bruce Troester, aye; Lee Ahrens, aye; Wayne Cobb, absent; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.

Arlene Lahaye rejoined the meeting.

A motion was made by Mile Van Buskirk, duly seconded by Gary Fuchser to accept the recommendation of Counsel to dismiss claims as they deem appropriate given the results of the depositions scheduled on or before March 6, 2013. Mike Van Buskirk, aye; Bruce Troester, aye; Lee Ahrens, aye; Wayne Cobb, absent; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried.

The Tri-State Annual Meeting and voting delegates were discussed. A motion was made by Bruce Troester, duly seconded by Gary Fuchser to appoint Wayne Cobb as the voting delegate and Robert Rickenbach as the alternate voting delegate; Mike Van Buskirk, aye; Bruce Troester, aye; Lee Ahrens, aye; Wayne Cobb, absent; Robert Rickenbach, aye; Gary Fuchser, aye; motion carried. 

There being no further business to come before the Board, the President declared the meeting adjourned at 5:10 P.M..

Approved: President

Signed: Secretary

Published: March 27, 2013