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Home > About Us > Company > Board of Directors

October 2008 Board Meeting Minutes

 

 

 

October 16, 2008

 

 

                        The regular meeting of the Board of Directors of the Omaha Public Power District was held in the Board Room on the Atrium Level of Energy Plaza East, on October 16, 2008, at 10:00 a.m.

 

                        Present were Directors M. J. Cavanaugh, N. P. Dodge Jr., J. K. Green, G. C. Hall, A. L. McGuire,  J. R. Thompson, F. J. Ulrich and D. D. Weber.  Also present were W. G. Gates, President; M. C. Bodammer, Corporate Secretary; and S. G. Olson and S. M. Bruckner, General Counsel for the District.  Mr. Ulrich, Board Chair, presided, and Mrs. Bodammer, Corporate Secretary, recorded the minutes.  Other members of Management present were D. J. Bannister, T. J. Burke, A. J. Minks, C. P. Moriarty, D. F. Widoe, G. R. Williams, C. L. Buettner, J. W. Thurber, A. M. Davis, J. J. Hanson, M. R. Jones, L. L. Kapustka, T. R. Monroe, and R. C. Shaneyfelt.  Others present were James F. Wright of I.B.E.W. Local Union #763; Nancy Gaarder from the Omaha World-Herald; J. Tritsch and J. Petr from Kutak Rock, the District’s Bond Counsel; and approximately four customer-owners and employees of the District. 

 

                        The Corporate Secretary read the following:


 

“Notice of the time and place of this meeting was publicized by notifying the area news media; by  publicizing  same in the Omaha World-Herald and Outlets; by  displaying  such  notice on the Arcade Level of Energy Plaza since October 10, 2008; and by mailing such notice to each of the District’s Directors on that same date.

 

“A copy of the proposed agenda for this meeting has been maintained, on a current basis, and is readily available for public inspection in the office of the District’s Corporate Secretary.

 

“Additionally, a copy of the Open Meetings Law is available for inspection in the public meeting book located in this meeting room.”          


 

                        It was moved and seconded that the Board reviewed the August 2008 Comprehensive Financial and Operating Report and that the minutes and the excused absence of N. P. Dodge Jr. for the last meeting be approved.  The vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Abstain; Green – Yes; and Ulrich - Yes.  The motion carried.

 

Thereafter, the Corporate Secretary read the following:

 

“Persons wishing to address the Board on a particular item are asked to approach the microphone as that agenda item is discussed.  Comments will be heard following Board discussion of the item and prior to a vote by the Board.”

 

                        The following resolutions were then read, and upon motion duly seconded, were placed on roll call.  The vote on each resolution is indicated following the description of that resolution.

 

                        The next order of business was the Board’s consideration of the Electric System Revenue Bonds, 2008, Series A.

 

Director Dodge reported that in August 2008 the Board of Directors authorized the District to proceed with preparations to sell up to $105 million of 2008 Series A Electric System Revenue Bonds which will be used to reimburse previously incurred capital expenditures.  He noted that, due to disruptions in the financial markets, the District elected to delay the September planned sale for the bond issue.  The timing of an election to enter the market and sell the 2008 Series A Bonds is uncertain due to ongoing market instability.  Director Dodge stated that, in order to enable the District to offer the 2008 A Bonds in the future when market conditions become favorable, the Board is being requested to authorize the creation and issuance of the District’s 2008 Series A Bonds and also approve the Preliminary Official Statement that will be used to offer the 2008 Series A Bonds.  Additionally, he said the Board is being requested to authorize the Chief Financial Officer, upon the successful completion of the offering of the 2008 Series A Bonds, to prepare a Pricing Certificate and execute a binding Bond Purchase Agreement reflecting the final terms and pricing of the 2008 Series A Bonds and deliver both items to the Treasurer of the Board.  Director Dodge commented the final pricing of the 2008 Series A Bond Issue will be reported at the next scheduled regular Board meeting immediately following the execution of the Bond Purchase Agreement.  The Chief Financial Officer’s authority will extend to April 1, 2009, and would allow the Series 2008 A Bonds to be sold when acceptable market conditions occur regardless of the timing of regularly scheduled Board meetings.  Director Dodge stated that two resolutions would be discussed at this meeting:  Resolution No. 5728 creates the Bonds and Resolution No. 5729 authorizes the sale of the bonds. 

 

The Corporate Secretary read a motion to dispense with the reading in full of Resolution No. 5728 as follows: 

 

 

                        “BE IT RESOLVED THAT, because a copy of Resolution No. 5728 and the Preliminary Official Statement incident to the 2008 Series A Bonds have been furnished to each Director in advance of this meeting, the reading in full of that Resolution and the Preliminary Official Statement in this meeting by the Secretary be dispensed with except for those portions of the Resolution and the Preliminary Official Statement which have been materially revised.”

 

It was moved and seconded to dispense with the full reading of RESOLUTION NO. 5728.  The vote was recorded as follows:  Hall – Yes; McGuire; Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich – Yes.  The motion carried.

 

Following the preceding vote, Board Chair Ulrich called upon Mr. Jerre Tritsch, a partner with Kutak Rock, the District’s Bond Counsel, for a legal opinion on Resolution No. 5728 and the Preliminary Official Statement.  Mr. Tritsch introduced himself and his colleague, John Petr, who is serving as counsel for the Underwriters in connection with the Bond transaction.  Mr. Tritsch stated both he and Mr. Petr assisted with the preparation of all of the documentation concerning Resolution No. 5728 and the Preliminary Official Statement, and both documents were previously circulated during the past week to the Board of Directors.  Thereafter, he stated his firm has no changes to offer to Resolution No. 5728, so the resolution being considered by the Board is precisely in the same form that was previously circulated.  Mr. Tritsch added there are also no changes to offer to the Preliminary Official Statement and this is the form that will be used in the bond offering in the future when market conditions are conducive for a bond sale.  He said the Preliminary Official Statement will be changed as needed in the future to the extent there are updates to the District’s financial results or operations that management believes should be added to the Preliminary Official Statement.  After the bonds are sold, Mr. Tritsch said his firm will assist the District’s general counsel in preparation of the closing papers for the bond issue and at that time will render an opinion on behalf of the District’s Bond Counsel that the bonds are validly issued and the interest on the bonds are exempt from both federal income tax and Nebraska state income tax.  At this time, Mr. Tritsch yielded the floor to Mr. Steve Olson, representing the District’s General Counsel.  Mr. Olson provided a legal opinion on behalf of his firm with respect to the adoption of Resolution No. 5728.  He reported that the Preliminary Official Statement dated August 21, 2008, for the issuance of Omaha Public Power District Electric System Revenue Bonds, 2008 Series A, and the form of the proposed Resolution No. 5728, the Series Resolution, have been examined by General Counsel and he recommended the OPPD Board of Directors may legally adopt said Series Resolution and authorize the issuance of the 2008 Series A bonds in accordance with the terms and conditions of the Series Resolution. 

 

Mr. Olson further stated the original opinion letter will be made a part of the permanent records for this Board meeting. 

 

Mrs. Bodammer then read a statement summarizing Resolution No. 5728 as follows:

 

                        “Creates and authorizes issuance of one series of Additional Bonds:  a series of Electric System Revenue Bonds in the principal amount of $105,000,000 to be designated “Electric System Revenue Bonds, 2008, Series A.”

 

Board Chair Ulrich requested and received a motion and second to proceed.   There being no further discussion by the directors or the public, a vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        The next item of business was consideration of RESOLUTION NO. 5729 which accepts the retention of Citigroup Global Markets Inc. and Wachovia Bank, National Association as Senior Managers and the co-managers identified in the Investment Banking Agreement (the “Underwriters”); approves the use of the Preliminary Official Statement and its use in connection with the public offering of the sale of the 2008 Series A Bonds; and authorizes and directs the Vice President and Chief Financial Officer of the District, upon confirmation with Barclays Capital Inc., the District’s financial advisor, to (a) review offers made by the Underwriters to purchase the 2008 Series A Bonds and select the offer deemed to be in the best interest of the District, (b) execute and deliver a Pricing Certificate evidencing the terms of such offer as provided in Resolution No. 5728, and (c) execute and deliver a Bond Purchase Agreement for the sale of the 2008 Series A Bonds consistent with the terms of the 2008 Series A Bonds set forth in the Resolution, the Pricing Certificate and the selected offer of the Underwriters; and grants certain investment authority regarding the investment and reinvestment of proceeds and additional moneys available for investment in the funds established by the Resolution authorizing the issuance and sale of the 2008 Series A Bonds.

 

                        Board Chair Ulrich called upon Director Dodge to lead the discussion on Resolution No. 5729 authorizing the sale of up to $105,000,000 of bonds as Electric System Revenue Bonds 2008 Series A.  Thereafter, Vice President Moriarty was called upon by the Board to confirm that this resolution authorizes the District to wait to sell the bonds until such time as the investment market conditions improve.  Mr. Moriarty affirmed this and said the District can afford to wait for improved market conditions because it has no immediate need for the money and is currently in good financial shape.  Director McGuire inquired whether previous investors would have to renegotiate their bond purchases.  Mr. Moriarty said the Underwriters will continue their relationships with investors who have expressed interest in these bonds and will offer bonds to them when the District chooses to enter the market.   The rates will be negotiated at the time we do come to the market and he indicated those retail buyers and investors will have the opportunity to participate at rates that are in effect at that time or will have the choice not to do so.  Thereafter, Director Green called upon Mr. John Petr (as the Underwriters’ Counsel) for his opinion as to whether Resolution No. 5729 is broad enough to encompass a legal successor to Wachovia.  Mr. Petr replied that it would.

 

Thereafter, Board Chair Ulrich called upon the legal opinion of General Counsel, represented by Mr. Steve Olson, with respect to the adoption of Resolution No. 5729.  Mr. Olson stated this is an unusual procedure where the Board is giving authorization to the Chief Financial Officer to select the timing of the sale of the bonds.  Because of that, General Counsel has thoroughly examined Resolution No. 5729 and recommended that the OPPD Board of Directors may legally adopt said resolution and authorize the Chief Financial Officer to proceed.  A copy of the legal opinion is made a part of these minutes.  There being no further discussion, the vote on Resolution No. 5729 was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        RESOLUTION NO. 5730 authorizes the District to proceed with preparation to sell up to $51 million of the Separate Electric System Revenue Bonds (Nebraska City 2), 2008 Series A on a negotiated basis.  Director Dodge led the discussion indicating this bond issue is the last call for capital that will be made to the Participants for the construction of Nebraska City Station Unit 2.  Vice President Moriarty replied to a question from Director McGuire and stated these bonds will likely be sold locally to Midwest investors without participation by investment institutions in the East.  Results of this bond sale issue will be brought back to the Board for consideration at the November regular meeting. Thereafter, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        RESOLUTION NO. 5731 approves the Engineer’s Certification and authorizes Management to negotiate and enter in contract or contracts for contingency repairs to the reactor vessel nozzles during the 2009 refueling outage at Fort Calhoun Station.  Following discussion, led by Director Green, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        RESOLUTION NO. 5732 approves the formula-based transmission rate template for use in the Southwest Power Pool’s open access transmission tariff and authorizes Management to submit the rate template and the related costs and rates to the Southwest Power Pool for inclusion in its tariff.  Director Cavanaugh called upon Vice President Moriarty who stated that, as a member of the Southwest Power Pool, the District is required to have in effect a tariff to charge others who will use the District-owned transmission facilities.  He indicated the Southwest Power Pool will then file this tariff with the federal authorities.  A similar tariff was in effect when the District was affiliated with the Mid-Continent Area Power Pool.  Thereafter, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        RESOLUTION NO. 5733 approves administrative changes to the OPPD Electric Rate Schedules and Service Regulations to reflect current operations, effective January 1, 2009.  Director Cavanaugh clarified this action is not a general rate increase, but rather the item represents a number of general housekeeping items and changes needed to align the District with current market conditions.  Following the discussion, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        RESOLUTION NO. 5734 authorizes the District to amend the contract with Offutt Air Force Base with the increased cost of purchasing and transmitting electricity from the Western Area Power Administration, effective January 1, 2009.  Director Thompson inquired why this action requires formal Board action on an annual basis and further asked whether it is possible to automatically pass along any rate increases imposed by WAPA.  Mr. Moriarty replied the contract in effect is to deliver power from WAPA to Offutt Air Force Base and that contract is incorporated into the OPPD rate schedules under Nebraska law.  Any change to the contract must be brought before the Board.  Following the discussion, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

                       

                        RESOLUTION NO. 5735 approves the OPPD Identity Theft Protection Plan (ITPP) in compliance with the Fair and Accurate Credit Transactions (FACT) Act of 2003.  Following discussion, led by Director Cavanaugh, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

                       

                        RESOLUTION NO. 5736 authorizes the award of Request for Proposal No. 2896 – Substation No. 1305 Electric Equipment Labor Cargill Campus – Blair, Nebraska – to Watts Electrical Company in the amount of $275,790.33.  Following discussion, led by Director McGuire, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

 

                        RESOLUTION NO. 5737 authorizes the award of Request for Proposal No. 2860 – Substation 1227 – Repair of CMU Sound Wall – to Nielsen Construction in the amount of $271,972.68.  Following discussion, led by Director McGuire, the vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Weber – Yes; Cavanaugh – Yes; Dodge – Yes; Green – Yes; and Ulrich - Yes.  The motion carried.

                       

                        Copies of the foregoing resolutions are filed in the District’s Corporate Records file.        

 

 

                        There being no further business, the meeting adjourned at 10:40 a.m.

 

 

 

 

 

 

C. P. Moriarty                                                             M. C. Bodammer

Assistant Secretary                                                     Corporate Secretary

 

 

Board of Directors

bullet Board Mtg Schedule
bullet Board Mtg Minutes
bullet Committee Mtg Agendas
bullet Board Mtg Agenda
bullet Rules for Public Participation
bullet Approved Board of Directors Redistricting
bullet Preliminary 2014 Corporate Operating Plan
bullet Sustainablity Update March 20 2014
bullet Energy Assistance Program (EAP)/Common Fund

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