Mountain Parks Electric, Inc.
Regular Meeting of the Board of Directors
September 8, 2022
Present: Liz McIntyre, Jeff Hauck, Justin Fosha, Kristen Taddonio, Mark Volt, Mark Johnston, Scott Simmons, Adam Paulsen, Rob Taylor, Adam White, Jessica Rahn, Tiffany Macchione, and Levi Williamson were present in person. Cray Healy was present via video conference.
Call to Order
President Liz McIntyre called the meeting to order at 8:07 a.m.
Determination of Quorum
A quorum was declared.
Chris Miller entered the meeting. Miller is a property owner in Jackson county. He recently applied for a new service with MPEI. He complimented the customer service and helpfulness of MPEI’s employees. The estimate to install his new service was close to $50,000 for a 1,300 foot line. Miller asked if he could become an MPEI approved contractor and do some of the work himself. He indicated that he was told no. Miller stated that he has experience installing power lines and other major infrastructure with CDOT. Miller said that he would pay the full amount of the estimate, then if the trench, conduit or line is not done per MPEI specifications, he’d be out the money.
Miller exited the meeting.
Patrick Brower of the Grand and Jackson Enterprise Initiatives entered the meeting. Joining him were several Enterprise Initiative board members, including Merrit Linke and Mike Periolat. He requested a renewal of the support that MPEI has provided for the program. Several new businesses have opened in Jackson County and nearly 50 are being supported in Grand County. Discussion ensued about the many challenges businesses are facing in Grand and Jackson Counties. Brower requested $20,000 per year from MPEI, $10,000.00 for each county.
Brower and the board members exited the meeting.
Katie Hale of Grand Beginnings came to discuss early childhood education (0-5 years old) in MPEI’s service territory. Lack of providers has been a challenge in Grand county, especially since the Covid-19 pandemic began. Grand Beginnings provides support to recruit and retain high quality childcare and education providers and help them meet the stringent guidelines that govern their licensing and operation. They also provide health screenings and services. Hale indicated that MPEI and Basin’s contributions made a big difference with tuition assistance; the funding helps families that make up to 300% of the Federal poverty level. MPEI’s funds also helped retain teachers and provide health screens. Hale asked MPEI to consider a donation of $8,000 per year to help with the emergency assistance program to help retain teachers.
Hale left the meeting.
The Board reviewed minutes from the August 11, 2022, meeting. Discussion/Action Item B was revised to read: “General Manager Johnston presented a revised Policy B-3, removing the obligation to notify member owners on an annual basis of the amount of their patronage capital allocation for that year. Further consideration of Policy B-3 was tabled pending discussion in executive session.”
MOTION: It was properly moved, seconded, and carried to approve the minutes for the August 11, 2022, board meeting as revised.
The Board reviewed the minutes from the August 16, 2022 special meeting of the Board.
MOTION: It was properly moved, seconded, and carried to approve the minutes for the August 16, 2022, board meeting as presented.
Attorney Summary Fees Report
The Board reviewed Attorney Williamson’s fees summary report for August 2022.
President McIntyre recessed the meeting at 9:20 a.m. and reconvened the meeting at 9:28 a.m.
Executive Summary of Employee Engagement Survey
The Board was provided the executive summary of the Employee Engagement Survey before the meeting. Five members of the employee engagement committee (Mitch, Brian, Heather, Chris and Kim) reported on the survey results. Major recommendations were to improve employee morale, reform the performance evaluation so that ratings are based on how you do your core job, and prioritize on-site management.
The employees left the meeting.
President McIntyre recessed the meeting at 10:58 a.m. and reconvened the meeting at 11:05 a.m.
General Manager Johnston presented the Manager’s Report. Tri-State’s Community Solar Policy 119 is still active but its future is uncertain due to the pending FERC ruling on the policy. The Tri-State Contract Termination Payment (CTP) methodology and partial requirements methodology remains pending at FERC. Keller Heckman, MPEI’s broadband attorneys, finalized the draft agreement for review by Conexon.
The human resources manager search resulted in 11 applications. Interviews are currently being conducted. MPEI is contracting out some administrative and HR-related services in the meantime. The chief financial officer search resulted in 15 applications. Six people were interviewed and three were selected as finalists. To date, no finalist has accepted an offer. The position will be reposted.
As of August 6th, MPEI is under contract on the Winter Park parcel for sale. A wetland delineation study is scheduled. If the sale proceeds, closing is expected to take place by the end of the year.
The MPEI Board will hold a CFC facilitated strategic planning session in the spring of 2023, likely on April 17-18.
Adam White presented the safety report. Rural Electric Safety Achievement Program (RESAP) inspectors visited MPEI last month. MPEI received very good reviews, with reviewers complementing staff for their improvement and performance. The Granby office held an active shooter training.
MOTION: It was properly moved, seconded, and carried to accept the Safety Report as presented.
MOTION: It was properly moved, seconded, and carried to pass a resolution recognizing MPEI employees for their RESAP performance. The resolution states:
The Board of Directors reaffirms their commitment to continually improving safety performance at Mountain Parks Electric. The board recognizes the improvements made by MPEI employees over the last three years as evidenced by the results of the 2022 Rural Electric Safety Achievement Program. The Board appreciates MPEI employee’s diligence, attitudes, innovation, attention to detail policy and procedure that led to this improvement. The Board commends and applauds MPEI employees for their efforts to continually improve safety. The Board is grateful to those employees who have served on MPEI’s Safety Committees in the past including the 2021 members: Nate Towne, Nathan Parker, Randy Mayeaux, Kim King, Don Finn, Brian Lee, Mat Reed and Kim Smith. And the Board thanks the current 2022 Safety Committee: Chair Kim Smith, Mat Reed, Tiffany Macchione, Chase Grimes, Justin Long, Kristen Weninger, Rex Mann and Sheldon Greenwood. Additional thanks to Nate Towne, Leah McClain and Adam Paulson for being resources to the 2022 committee.
Discussion/Action Item: Grand Enterprise Initiative
Consideration of the Grand Enterprise Initiative grant request was tabled to later in the meeting.
Discussion/Action Item: CFC Loan Resolution
Consideration of the CFC loan was tabled to later in the meeting to allow staff to present additional documents.
Discussion/Action Item: Tariff 202.06
Consideration of tariff 202.06 was tabled to a later meeting.
Discussion/Action Item: 401(k) Adoption Agreement
Jessica Rahn presented MPEI’s 401(k) Pension Plan Adoption Agreement.
MOTION: It was properly moved, seconded, and carried to approve the 401(k) Pension Plan Adoption Agreement as presented.
Discussion/Action Item: Grant Requests
The Board discussed the Grand and Jackson Enterprise Initiative and Grand Beginnings grant requests. Brower requested $10,000 for the Grand Enterprise Initiative and $10,000 for the Jackson County Enterprise Initiative per year for 3 years. The Jackson County Enterprise Initiative grant would be contingent on matching funds. The Grand Beginnings grant request is for $8,000 per year for 3 years.
Discussion/Action Item: Items for Ratification
President McIntyre presented the following actions taken at the August 11, 2022, Regular Meeting of the MPEI Board of Directors for ratification: (i) donation of up to $634.50 from the Education Fun for the purchase of shirts for the Middle Park High School boys soccer team; and (ii) donation of $5,000 from the Education Fund to the Mesa Hotline School.
MOTION: It was properly moved, seconded, and carried to ratify the enumerated actions taken at the August 11, 2022, Regular Meeting of the MPEI Board of Directors as said actions are stated in the approved minutes.
MOTION: It was properly moved, seconded, and carried to approve the Agreement as presented.
Discussion/Action Item: Bylaw Amendment
MOTION: It was properly moved, seconded, and carried to approve a resolution amending the MPEI Bylaws, removing the following text from Article VII, Section 2: “, and the Cooperative shall within a reasonable time after the close of the fiscal year notify patrons of the percentage of annual billing so credited to their account.” Director Taddonio voted no.
President McIntyre recessed the meeting at 11:52 a.m. and reconvened the meeting at 12:30 p.m.
Discussion/Action Item: CFC Loan
General Manager Johnston presented loan documents to the Board for a CFC loan for up to $20 million, including a $20 million promissory note and a resolution of the Board approving the loan documents. No payments or interest are due unless and until MPEI draws upon the loan.
MOTION: It was properly moved, seconded, and carried to approve the resolution approving the loan as presented.
MOTION: It was properly moved, seconded, and carried to approve the Agreement as presented.
Manager Simmons presented the engineering report to the board. The engineering report included updates on implementation of the wildfire plan and other work projects, including meetings with WAPA about the Blue Ridge power line and updates on the installation of the fiber backbone. The Board and staff also discussed how MPEI bills for temporary vs. permanent electrical service.
Manager Paulson presented the Operations Report. Paulson reported that due to the Stage 1 fire restrictions implemented in Grand County, MPEI moved to “one shot” status to minimize fire risks. This may result in nuisance outages but will increase safety for the community.
Paulson emphasized the importance of the knowledge that senior employees passed down to newer employees that helped achieve a positive safety evaluation by RESAP. MPEI continues to work with the State on MPEI’s application for FEMA grants to be reimbursed for expenses from the East Troublesome fire. Crews are very busy due to all the construction work happening in MPEI’s service territory.
General Manager Johnston presented the Finance Report. Johnston reported on progress working with FEMA on expense reimbursement for fire recovery. Reimbursement amounts are reportedly going up, which will be good for MPEI. The balance sheet reflects more revenue and higher expenses. FEMA money will help ease balance sheet concerns. MPEI is meeting with Munn Architecture to look at options to remodel the MPEI headquarters in Granby.
Information Technology Report
General Manager Johnston presented the IT report as written by Joe Palmer. The Board discussed cybersecurity and training.
Human Resources & Administration Report
Manager Rahn presented the Human Resources and Administration report. MPEI received Employer Council’s compensation review and staff is reviewing the results. The initial labor and benefits discussion will take place at the October board meeting. This is HR Manager Rahn’s last day, and she has prepared transition materials.
Member Relations & Communications Report
Manager Taylor presented the Member Relations and Communications Report. MPEI is planning an event for the last week of September for Drive EV week, likely at a local coffee shop. MPEI is also planning to participate in upcoming community events, including the annual Halloween festivities. The Green Power Advisory Committee also joined MPEI employee Chris Michalowski at the High Note Thursday event on August 18.
Bills for Payment
The Board reviewed the list of cash disbursements and credit card bills for August 2022.
Board Open Forum
Director Trick is currently attending a Tri-State meeting; however, per Director McIntyre, most items are being discussed in executive session, so he has limited information to report.
Director Volt reported on the Western United meeting. Supply chain issues remain a challenge, especially for transformers.
Director Taddonio attended the CoBank Water & Energy conference in Colorado Springs. CoBank is developing an Environment, Social and Governance (ESG) report and is evaluating the governance policies, social benefits, and pollution coming from their financed entities. Speakers discussed many relevant topics, including: the need to prepare distribution grids for a surge in electric vehicles over the coming decades; the changing demographics of rural electric service territories with more people moving from cities to rural areas in response to the COVID-19 pandemic; a global geopolitical update and European natural gas constraints with Russia cutting off supply and how that impacts global prices; and the water/energy nexus and water demands of different generation technologies, including how reduced water availability due to Western drought may impact steam generation from coal and nuclear and/or the ability to implement carbon capture. Tri-State CEO Duane Highley noted to Taddonio that Tri-State’s solar projects have not been canceled.
Director McIntyre reported that the Green Power Committee is speaking with area stakeholders regarding funding options for building efficient electric buildings. The GPC is considering whether a partnership with a non-profit would benefit GPC.
President McIntyre reported that the Inflation Reduction Act provides money that may benefit MPEI and its members. There is a big new tax credit for electric vehicles and a new associated set of rules. The Production Tax Credit and Direct Pay provisions are especially beneficial for co-ops and other nonprofits. If MPEI’s territory is determined to be in an energy community, the 30% tax credit may rise to 40% or more. The Act provides tax credits for more than solar and wind, including batteries and other technologies. The Act also provides for rebates for heat pumps, electric panel upgrades, and more.
President McIntyre recessed the meeting at 1:23 p.m. and reconvened at 1:24 p.m.
MOTION: It was properly moved, seconded, and carried to go into Executive Session for consideration of the employee housing timeline, partial requirements power supply, personnel matters, Employee Engagement Survey results, 2023 benefits renewal, GM Recruiting, Chris Miller’s request, and privileged legal advice, with all Directors present at the meeting, Scott Simmons, Adam Paulson, Jessica Rahn, and Tiffany Macchione and General Manager Johnston in attendance. Attorney Williamson was present for all portions of the executive session except for the GM recruiting discussion. President McIntyre recessed the meeting at 3:00 p.m. and reconvened at 3:35 p.m., still in executive session. Johnston, Simmons, Paulson, Rahn, and Macchione left the meeting and two employees entered the meeting for discussion of the Employee Engagement Survey.
MOTION: It was properly moved, seconded, and carried to exit executive session.
MOTION: It was properly moved, seconded, and carried to continue the NRECA medical benefits for 2023 as reviewed by HR Manager Rahn in executive session.