MOUNTAIN PARKS ELECTRIC, INC.
Regular Meeting of the Board of Directors
April 14, 2022
Present: Jeff Hauck, Richard Zieff, Mark Volt, Liz McIntyre, Kristen Taddonio, Justin Fosha, Mark Johnston, Rob Taylor, Jessica Rahn, Stacie Dellamano, Donn Finn, Scott Simmons, Joe Palmer, Michelle Kloss and Levi Williamson, all in person. Carl Trick attended via telephone.
Call to Order
President Jeff Hauck called the meeting to order at 8:00 a.m.
Determination of Quorum
A quorum was declared.
The Board reviewed minutes from the March 10, 2022 meeting.
MOTION: It was properly moved, seconded, and carried to approve the minutes for the March 10, 2022 board meeting as presented.
Attorney Summary Fees Report
The Board reviewed Attorney Williamson’s fees summary report for March 2022.
Micah Maramaro entered the meeting via video conference. Maramaro presented information regarding his plan to install an EV Plaza on his property in Walden. He also plans to develop affordable housing on his property next to the plaza. He asked MPEI to cover some of the cost of moving existing power lines underground. Maramaro left the meeting.
General Manager Johnston presented the Safety Report. There were no accidents in March. Johnston reported on preparations for RESAP inspection and on MPEI’s Emergency Action Plan.
MOTION: It was properly moved, seconded, and carried to accept the Safety Report.
General Manager Johnston reported on the status of the community solar project. MPEI received seven responses to the RFP. MPEI management has narrowed the responses to two finalists. MPEI will meet with the finalists to discuss their bids. Johnston will present a recommendation at the May MPEI Board meeting.
Tim Coleman, manager of legislative affairs from Colorado’s Rural Electric Association joined the meeting at 8:30 a.m. via video conference to provide an update on current legislation. This session, over 500 bills were introduced. CREA is monitoring legislation that affects rural areas and co-ops, from either an energy perspective or more broadly, such as fire prevention. To take a position, CREA staff first review legislation. They generally gather feedback from managers. They provide an analysis and have discussion with the legislative and tax committee. They give a recommendation to the CREA board. The CREA board then discusses and gives direction to staff, either to support, oppose, or seek amendment. Two-thirds of the board must support, oppose, or ask for an amendment for CREA to take a position. Coleman reviewed legislation that would affect co-ops. Coleman left the meeting.
President Hauck recessed the meeting at 9:00 a.m. and reconvened the meeting at 9:05 a.m.
Randy Robbins, partner in charge of MPEI’s 2021 audit, entered the meeting via video conference. MPEI received an unmodified opinion from Bolinger, Segars, Gilbert & Moss. Robbins reviewed MPEI’s 2021 financial statements. President Hauck asked if any member of the Board had a need for executive session. There was no request for executive session.
MOTION: It was properly moved, seconded, and carried to accept the audit report.
Randy Robbins left the meeting.
Johnston continued his report.
Johnston reviewed the results of management’s review of office hours. Members are more frequently using MPEI’s internet and phone communication options as opposed to in person communication. Members visited the Granby and Walden offices on Fridays an average of twenty-four times per month. Johnston proposed modifying public office hours for the Granby & Walden offices as follows:
• Monday-Thursday 7:30 am to 5:30 pm
• Friday: closed
This will allow MPEI to offer all employees a more flexible schedule, while still extending office hours Monday-Thursday. Work schedule is a key employee recruiting and retention issue. MPEI will still provide phone services to members on Fridays via Basin Electric. The Board discussed the new schedule. The proposed schedule will be implemented beginning the week before Memorial Day.
Johnston reported on the status of the Tri-State CTP FERC docket. The two-week hearing will begin May 3, 2022.
Johnston reported that Tri-State CEO, Duane Highley, was not able to attend the MPEI Board meeting to discuss the partial buy-down methodology because he is being deposed in the CTP matter. Johnston will try to schedule another time for Highley to meet with the Board. The parties are close to a final settlement in the BDP matter. Johnston will present BDP and CTP proposals in executive session.
Johnston reported that he continues discussions with an entity interested in using MPEI’s fiber to provide fiber to the home internet service.
Johnston reported on the status of hiring a new safety coordinator and cost of service training.
President Hauck recessed the meeting at 10:30 a.m. and reconvened at 10:45 a.m.
Discussion/Action Item A: B-3 Financial Management
President Hauck tabled consideration of Policy B-3 to allow the Board to receive attorney-client privileged legal advice in executive session.
Discussion/Action Item B: B-5 Budget and Monetary Asset Management
General Manager Johnston presented Policy B-5.
MOTION: It was properly moved, seconded, and carried to approve policy B-5 as presented and to make it public.
Discussion/Action Item C: D-4 Directors Attendance at Meetings
General Manager Johnston presented Policy D-4.
MOTION: It was properly moved, seconded, and carried to approve policy D-4 as presented and to make it public.
Discussion/Action Item D: Tri-State Delegate and Alternate
At the March 10, 2022 meeting of the MPEI Board of Directors, the Board appointed Jeff Hauck as MPEI’s delegate, and Carl Trick the alternate, to the Tri-State Annual Meeting.
MOTION: It was properly moved, seconded, and carried to ratify the action taken at the March 10, 2022 meeting, appointing Jeff Hauck as MPEI’s delegate, and Carl Trick the alternate, to the Tri-State Annual Meeting.
Discussion/Action Item E: Engagement Letter for Legal Counsel
At the March 10, 2022 meeting of the MPEI Board of Directors, the Board authorized General Manager Johnston to execute an engagement letter with the law firm of Keller and Heckman for representation regarding MPEI’s fiber backbone.
MOTION: It was properly moved, seconded, and carried to ratify the action taken at the March 10, 2022 meeting, authorizing General Manager Johnston to execute an engagement letter with the law firm of Keller and Heckman for representation regarding MPEI’s fiber backbone.
Discussion/Action Item F: Education Fund Request
General Manager Johnston presented a request from the Middle Park 4-H Council for $7,994.00 to purchase equipment and supplies for its shooting education program. The Board discussed the request. Mark Volt asked whether NRA provides funding for this program. President Hauck tabled the request to allow time to ask whether the 4H Council has requested funding from the NRA.
Discussion/Action Item G: 2022 Capital Credit Refund
General Manager Johnston recommended moving MPEI’s retirement of capital credits to December to help MPEI’s cash flow. Discussion followed.
MOTION: It was properly moved, seconded, and carried to move the 2022 capital credit retirement and future retirements to December. Directors Zieff and Trick voted no.
Manager Finn presented the Operations Report. Finn summarized the process for hiring contractors for construction projects.
Manager Simmons presented the engineering report to the Board. Simmons reported on the status of the fiber backbone project.
Manager Dellamano presented the Finance Report. Margins are below budget due in part to increased interest payments as part of the RUS refinancing.
Information Technology Report
Manager Palmer presented the IT report. Palmer reported on his discussions with the Cyber Security and Infrastructure Agency regarding increased threat of cyber-attacks due to geopolitical unrest.
Human Resources & Administration Report
Manager Rahn presented the Human Resources and Administration report to the Board.
Member Relations & Communications Report
Manager Taylor presented the Member Relations and Communications Report. Taylor reported on MPEI’s new online tool for members to submit comments to MPEI. Kristen Taddonio asked staff to highlight MPEI’s Operation Roundup at the Annual Meeting.
Bill for Payment
The Board reviewed the list of cash disbursements for March 2022.
President Hauck recessed the meeting at 12:09 p.m. for lunch and reconvened the meeting at 12:31 p.m.
Discussion/Action Item F: Education Fund Request
General Manager Johnston reported that a representative from the 4H Council stated that funding from the NRA has waned in recent years.
MOTION: It was properly moved, seconded, and carried to donate $5,300 to the 4H Council for the purchase of the safe and trailer. Director Taddonio voted no.
The Board received training on submitting expense reimbursements via their iPads.
Board Open Forum
Director Zieff reported on his attendance at the Western United Electric Board of Directors meeting. He was elected treasurer of the WUE Board. Western’s transformer provider will no longer allocate patronage to Western.
Director Taddonio presented an article regarding the FERC consultant’s report regarding Tri-State’s CTP methodology.
Director McIntyre reported on her attendance at the Green Power Committee meeting.
Director McIntyre reported on her attendance at the Tri-State Rate Committee meeting. She asked the Board for input on the current rate design.
Director Hauck reported on his attendance at the Tri-State Annual meeting.
Director Taddonio asked for an explanation of the process used for estimating and finalizing cost for new services. General Manager Johnston and Manager Simmons explained the process.
MOTION: It was properly moved, seconded, and carried to go into executive session for confidential discussion regarding employee housing, Fraser housing project, legal advice regarding Policy B-3, MPEI Annual Meeting, capital credit retirements for inactive members, partial requirements membership, and litigation 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.
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 and Attorney Williamson to represent MPEI in the Environmental Landworks Company lawsuit.