Minutes of Regular Meeting Northwest Rural Public Power District Directors November 1, 2012, Unapproved

The regular meeting of directors of Northwest Rural Public Power District was held in the Conference Room of the District November 1, 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, Lee Ahrens, Robert Rickenbach, and Jim Johnson.

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, Marjean Terrell, and Rick Bridge.

The Open Meeting Law posting was acknowledged. 

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

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

A motion was made by Robert Rickenbach, duly seconded Lee Ahrens, that the minutes of the meeting held September 27th be approved as mailed to all directors on October 26th; motion carried.

The manager asked the IBEW Wage Negotiation Committee, which consists of Gary Fuchser, Bruce Troester, and Robert Rickenbach, to schedule a date for 2013 negotiations.  November 20th at 4 PM was scheduled.

Ron Housh informed the Board that the Contractor is stringing wire and Littrel is boring under the river and creek and will be on the chop hill by next week.  The primary underground is done.  Mike Van Buskirk said he that he was contracted by a customer that questioned our bidding process for the Rolling Meadow Project.  He stated that he explained our bidding process and that Rolling Meadow did not receive preferential pricing.

Rolland Skinner asked the Board for dates that would fit their schedules for a tour of the project.  The consensus of the Board was to schedule a tour the morning of the meeting scheduled for November 26th.

Ron Housh also informed the Board that the 34.5 line that failed feeding the Gordon Sub is staked and the Contractor will get started the week of November 12th.  If all goes well the 34.5 should be done this fall.

The Rushville 34.5 line NPPD has scheduled it for late December or the first of the year.  Our part still needs to be staked.  We will be setting a laminate pole, and the hole needs to be 4’ wide and 18’ deep in order to set the laminate pole. 

Russ Reichenberg updated the Board on the pole replacements due to the fires.  The Board was also informed that we will not be receiving FEMA dollars.  There will not be enough damage from the August/September fires for a FEMA declaration.

NRPPD is working with the Forest Service to get a wider right-of-way in the East Ash area before setting replacement poles.

Ron Housh addressed the Board concerning the customer that was billed aid for three irrigation wells based on a 25 kV load; two of the wells were run at this rating, but the third was run as a pivot only.  The customer has contacted NRPPD concerning what needs to be done with the one well that ran under capacity.  Following a discussion it was the consensus that the facility fee will be based on the pivot only load and that additional aid would be due on the one well and the customer will be notified.

Rolland Skinner informed the Board that a customer has contacted Northwest about converting 2 irrigation wells.  Some of the line is V phase and some is single phase; the aid could be a substantial amount.  However, NRPPD may not be able to provide service until 2014.  In light of the construction time frame and the aid requirement the customer has asked if he could make a partial aid payment to ensure his placement on the construction schedule.  A motion was made by Bruce Troester, duly seconded by Robert Rickenbach to authorize staff to negotiate with the current customer and to propose modification in policy to allow partial payment for contribution in aid of construction when the project can’t be completed in the current year, and a specified minimum is arrived at.  A nonrefundable deposit is required and not start work until the whole amount is paid; motion carried.

Ron Housh updated the Board on the Gordon transformer; this summer during the high load gases developed in the transformer.  Since the loads have subsided the gases have lessened.  However, we feel that the transformer needs to be inspected to avoid issues next summer during irrigation season.  November 13th Electo Test will test and inspect the inside of the transformer.  If the transformer is sent in the test results will take approximately 8 weeks to get back.  

A discussion was held on also hiring Schulte, our existing contractor, to rebuild the line out of the Gordon substation.  A motion was made by Wayne Cobb, duly seconded by Bruce Troester to hire Schulte to rebuild the line out of the Gordon Substation; motion carried.

The office manager reviewed the September Cash Flow report and also reviewed numbers for the Rolling Meadow projects.  Graphs on purchased and sold power, demand and cash flow were reviewed.  A motion was made by Robert Rickenbach, duly seconded by Jim Johnson to accept the September financial reports; motion carried.

 

Rolland Skinner informed the Board of the discussion we have had with Bond people and with CFC concerning financing.  There is some complexity with Bonds and short term financing; a lot will depend on the outcome with the Tri-State issue.  CFC has an Emergency Line Of Credit and suggests we increase our normal Line Of Credit to two million and renew our Power Vision Loan for ten million.  The following resolution was read by the Board:

2-2012

CERTIFICATE OF RESOLUTIONS AND INCUMBENCY

I, Jim Johnson, 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 November 1, 2012; (iii) the meeting was duly and regularly called and held in accordance with the articles and bylaws of the District; (iv) the District is duly organized, validly existing and in good standing under the laws of the state Nebraska and there is no pending or contemplated proceeding for the merger, consolidation, sale of assets or business or dissolution of the District; (v) none of the following resolutions has been rescinded or modified as of this date; and (vi) the persons authorized below have been duly elected or appointed to their respective positions:

RESOLVED, that, in the event of an emergency, whereby time is of the essence, the District apply to establish a line of credit and authorize borrowing from National Rural Utilities Cooperative Finance Corporation (“CFC”) in an amount which shall not at any one time exceed $3,000,000.00 (the “Line of Credit Amount”), for a term which shall not exceed sixty (60) months, subject to the provisions of a Line of Credit Agreement, in such form as may be negotiated with CFC (the “Line of Credit Agreement”), and to pay such interest rate or rates as shall be prescribed in the Line of Credit Agreement; and,            

RESOLVED, that, if such application is approved by CFC, the individuals listed below, or their respective successors (immediate or otherwise) in such Office, are hereby authorized to execute and to deliver to CFC the following documents:

a) the Line of Credit Agreement with CFC; and 

b) if required by CFC as a condition of its approval of the line of credit, as many counterparts as may be required of such documents granting CFC a security interest in the Cooperative’s property, in such form as may be negotiated with CFC.

RESOLVED, that each of the following individuals, or their respective successors (immediate or otherwise) in such Office, is hereby authorized in the name and on behalf of the District to negotiate, to execute and to deliver 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 Agreement as such individual may deem appropriate within the Line of Credit Amount so authorized, 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

Gary Fuchser

Treasurer

Lee Ahrens

General Manager

Rolland Skinner

Office Manager

Arlene Lahaye

IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the District this 

1st day of November, 2012.

SEAL

Secretary

A motion was made by Wayne Cobb, duly seconded by Lee Ahrens to approve Resolution 2-2012 CFC Emergency Line Of Credit in the amount of three million dollars for 60 months; motion carried.

Rolland Skinner brought to the Board the request from the Nebraska Water Balance Alliance, NWBA, for support.  He stated that this is not a duplication of what the NRD does, but it is in conjunction with their efforts.  He recommended a $5,000 donation in support of the NWBA efforts to educate and promote water use efficiency and to understand how all water is consumed in our state.  Mike Van Buskirk asked what NWBA does that the NRD does not do and what NRPPD has gotten out of the NWBA.  Rolland explained that the NRD is dealing with water restriction and the NWBA is about research and investigating how and what water is used for.  The NWBA deals with ground water and the balance with surface water.  A discussion followed and a motion was made by Wayne Cobb, duly seconded by Robert Rickenbach to authorize a donation in the amount of $2,000 to the NWBA . Lee Ahrens, aye; Mike Van Buskirk, nay; Bruce Troester, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.

Russ Reichenberg reviewed the Safety Report for September.  Discussed near misses, property damage and non NRPPD damage, training that occurred during the month was reviewed.  A motion was made by Bruce Troester, duly seconded by Jim Johnson to accept the September Safety Report; motion carried.  

Rick Bridge left at 3:50 PM.

Terry Curtiss reported on the Legal Seminar he attended.  He stated that he was a presenter on the NADC litigation issue.

At 3:53 PM a motion was made by Lee Ahrens, duly seconded by Bruce Troester to go into an executive session and move the session to the manager’s office to discuss NADC and NPSIG issues. Lee Ahrens, aye; Mike Van Buskirk, abstain; Bruce Troester, aye; Wayne Cobb, abstain; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.  Mike Van Buskirk, Marjean Terrell, Ron Housh, Russ Reichenberg and Arlene Lahaye left the meeting.

At 4:10 PM Les Tlustos left the executive session and Mike Van Buskirk join the session.

At 4:45 PM Wayne Cobb left the executive session.

At 5:15 PM Wayne Cobb, Marjean Terrell and Arlene Lahaye rejoined the meeting.

At 5:20 PM those in the executive session returned to the conference room and a motion was made by Jim Johnson, duly seconded by Mike Van Buskirk to come out of executive session.  Lee Ahrens, aye; Mike Van Buskirk, aye; Bruce Troester, aye; Wayne Cobb, aye; Robert Rickenbach, aye; Gary Fuchser, aye; Jim Johnson, aye; motion carried.

A motion was made by Lee Ahrens, duly seconded by Wayne Cobb to appoint Bruce Troester as voting delegate and Robert Rickenbach as alternate for the Basin Electric Annual Meeting.

There being no further business to come before the Board, the President declared the meeting adjourned at 5:25 P.M..

Approved: President

Signed: Secretary 

Published: November 21, 2012