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Home > About Us > Company > Board of Directors

October 2010 Board Meeting Minutes

 

 

Thursday, October 14, 2010

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 14, 2010, 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 and S. M. Bruckner and T. F. Meyerson, General Counsel for the District.  Mr. Green, Board Chair, presided, and Ms. Emerson, Corporate Secretary, recorded the minutes.  Other members of Management present were D. J. Bannister, T. J. Burke, E. E. Easterlin, J. T. Hansen, A. J. Minks, J. W. Thurber, L. E. Ciecior, R. C. Shaneyfelt, T. R. Vasquez, A. M. Davis, J. J. Hanson, M. R. Jones, and D. L. Stattler.  Others present included E. Bergquist and J. Petr of Kutak Rock, and C. Perkins of IBEW Local Union No. 763., Mark McColley, Mike Baker, Greg Rhoades, Marvin Marshall, and Debbie Caughlin.

 

                        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 8, 2010; 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 2010 Comprehensive Financial and Operating Report and that the minutes for the last meeting be approved.  The vote was recorded as follows:  Hall – Yes; McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes, Cavanaugh – Yes; Dodge – Yes; and Green – 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 authorization for the creation and issuance of the Taxable Electric System Revenue Bonds 2010 Series A and the Electric System Revenue Bonds, 2010 Series B.   

 

The Corporate Secretary read a motion to dispense with the reading in full of Resolution No. 5834 as follows:

                        BE IT RESOLVED THAT, because a copy of Resolution No. 5834 has

                        been furnished to each Director in advance of this meeting, the reading in

                        full of that Resolution in this meeting by the Secretary be dispensed with

                        except for those portions of the Resolution which have been materially

                        revised and the additions necessary to complete said Resolution.”

 

It was moved and seconded to dispense with the full reading of RESOLUTION NO. 5834.  The vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried.

 

Following the preceding vote, Board Chair Green called upon Mr. John Petr, a partner with Kutak Rock, the District’s Bond Counsel, for changes to Resolution No. 5834.  Mr. Petr confirmed there have been no material changes or additions to Resolution No. 5834 since its distribution to the Board.  

 

Director Thompson indicated discussions began early in the year regarding a bond issue that would take place in the spring of this year.  Financial conditions allowed us to put off the bond issue therefore saving some money, but now it is time to exercise the bond issue option. The District is planning to issue up to $120 million in taxable Build America Bonds (BABs) as 2010 Series A Electric System Revenue Bonds.  The Bonds will be used to reimburse previously incurred capital expenditures and in accordance with the Corporate Operating Plan.  Additionally, it is advantageous for the District to advance refund the 2005 Series A Electric System Revenue Bonds with the issuance of the 2010 Series B Electric System Revenue Bonds in the amount of up to $150 million and will save approximately $10 million over the life of the Bonds.  It is anticipated the Bonds will have maturities from one to 30 years with final maturity in 2041 and that Moody’s Investment Service will rate the Bonds Aa1 and Standard & Poor’s Rating Service will rate the Bonds as AA. 

 

At this time, Chairman Green called upon Mr. Petr for the opinion of Bond Counsel.  Mr. Petr indicated upon issuance of the Bonds, Kutak Rock will issue their opinion as to their validity and tax exempt status and substantiate the forms and Preliminary Official Statement that is a part of the Board package.  Chairman Green asked for clarification that only the tax exempt status applies to  the refund of the Series A Electric Revenue Bonds, and Mr. Petr indicated they are replying to the tax exempt status of both; however, the Series A Electric Revenue Bonds will be taxable and the Series B Electric Revenue Bonds will be tax exempt.  Chairman Green called upon Mr. Bruckner to provide the legal opinion.  Mr. Bruckner said his firm as General Counsel of the District has reviewed the Preliminary Official Statement for both the 2010 Series A and Series B Electric Revenue Bonds and has reviewed Resolution No. 5834, and it is his firm’s opinion that the Board of Directors may legally adopt Resolution No. 5834 and authorize and approve the use of one or more official statements in substantially the form of the Preliminary Official Statement and authorize the issuance of the 2010 Bonds.  At this time, Mr. Bruckner provided the firm’s legal opinion to the Corporate Secretary. 

 

Following the discussion, the vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried.             

 

The next order of business was the Board’s consideration to approve the Official Statement and provide authority to execute the Pricing Certificate and Bond Purchase Agreement for the 2010 Series A and Series B Bonds through December 31, 2010.   

 

The Corporate Secretary read a motion to dispense with the reading in full of Resolution No. 5835 as follows:

                        BE IT RESOLVED THAT, because a copy of Resolution No. 5835 and the

                          Preliminary Official Statement incident to the 2010 Series A & B Bonds have been

                          furnished to each Director in advance of this meeting, the reading in full of the

                         Resolution and the Preliminary Official Statement in this meeting by the Secretary

                         be dispensed with except for those portions of the Resolution and Preliminary

                        Official Statement which have been materially revised and the additions necessary

                        to complete said Resolution and the Preliminary Official Statement.”

 

It was moved and seconded to dispense with the full reading of RESOLUTION NO. 5835.  The vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried.

 

Following the preceding vote, Board Chair Green called upon Mr. John Petr, a partner with Kutak Rock, the District’s Bond Counsel, for changes to Resolution No. 5835.  Mr. Petr confirmed there have been no material changes to Resolution No. 5835 or to the draft Preliminary Official Statement since its distribution to the Board.  

 

Director Thompson led the discussion stating that due to the unique nature of the BABs market and the expectations of the potential buyers of the BABs Bonds, it is in the District’s best interest to execute the Bond Purchase Agreement and Pricing Certificate on the same day that the Bonds are sold.  To facilitate this, Resolution No. 5835 approves the Official Statement and provides authority for the Vice President and Chief Financial Officer to execute Pricing Certificates and Bond Purchase Agreements for the 2010 Series A and Series B Bonds through December 31, 2010.  This authority would allow the Bonds to be sold when acceptable market conditions exist regardless of the timing of regularly scheduled Board meetings.  A written opinion of the District’s Financial Advisor will certify to the Board that the terms for the 2010 Series A and Series B Bond reflects rates competitive with current market conditions.  Final pricing of the 2010 Series A and Series B Bond issues will be presented at the next scheduled regular Board meeting immediately following the execution of the Bond Purchase Agreement.  At this time, Chairman Green called upon Mr. Bruckner to provide the legal opinion.  Mr. Bruckner stated his firm has examined the form Bond Purchase Agreement with the Underwriters for the 2010 Series A and 2010 Series B Bonds and we have also reviewed and examined Resolution No. 5835, and it is the opinion of General Counsel that the Board of Directors may legally adopt Resolution No. 5835 thereby authorizing the Vice President and Chief Financial Officer to execute and deliver one or more Pricing Certificates and Bond Purchase Agreements for the 2010 Bonds through December 31, 2010.  At this time, Mr. Bruckner provided the firm’s legal opinion to the Corporate Secretary.

 

Following the discussion, the vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried.     

 

                         RESOLUTION NO. 5836 authorizes management to award a contract for modification installation services for the 2011 refueling outage at the Fort Calhoun Station.  Director Dodge led the discussion that approval of this contract is in association with the power uprate project and involves replacement of the heater drain tank and turbine extraction steam bellows as well as installation of two additional turbine cross around relief valves and replacement of the isophase bus coolers.  It is recommended that the contract be awarded to Day & Zimmerman – Nuclear Power Services in the amount of $3,432,110.    Following the discussion, the vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried.             

 

                        RESOLUTION NO. 5837 approval of the Engineer’s Certification and authorization for management to negotiate and award a contract for procuring primary disconnects to support the 4160 volt circuit breaker and bus upgrade project at the Fort Calhoun Station.  Director Dodge led the discussion indicating this work requires the original contractor for the switchgear and disconnects, and the work will be done during the 2011 and 2012 outages.  The total estimated cost for this work is $2,500,000. Director Thompson asked Vice President Bannister to explain the cost estimate.  Mr. Bannister said the cost estimate is based on conversations with General Electric and the chance that each disconnect on all four 4160 volt buses had to be replaced.   Mr. Bannister also added that at this point, it is just an estimate.   Mr. Bruckner added the cost estimate is required by state law.  Following the discussion, the vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried.            

 

                        RESOLUTION NO. 5838 authorization to award a contract for the Nebraska City Station Unit 2 selective catalytic reduction modules and seals.  Director Cavanaugh led the discussion stating the contract is to award CERAM Environmental, Inc. in the amount of $1,270,000 to purchase selective catalytic reduction modules and seals.  This will provide the third layer of catalyst.  The first two layers were installed during the original construction with the third layer being deferred for economic reasons.  Four bids were received and CERAM Environmental, Inc., was the only bid that was both legally and technically responsive.  He added the contract amount is significantly lower than the Engineer’s Estimate.  Following the discussion, the vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – Yes.  The motion carried

 

                        RESOLUTION NO. 5839 authorization to award a contract to procure labor to rebuild 69kV transmission line 91, circuit 671 from substation 972 to substation 982.  Director Cavanaugh led the discussion stating the contract is to procure the labor to rebuilt seven miles of 69 kV transmission line around the Elmwood, NE area that was severely damaged in September storms.  Five bids were received and L.E. Myers Co. was the lowest and best bid.   Chairman Green inquired if the District received any aid from FEMA.  Vice President Easterlin would research the issue and report back.  Director McGuire inquired as to the installation schedule and Vice President Hansen indicated the work would begin on October 18 and completed by November 24.  Following the discussion, the vote was recorded as follows:  McGuire – Yes; Thompson – Yes; Ulrich – Yes; Weber – Yes; Cavanaugh – Yes, Dodge – Yes; Hall – Yes; and Green – 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 10:20 a.m.

 

 

Edward E. Easterlin                                                      D. S. Emerson                                     

Assistant Secretary                                                       Corporate Secretary

 

 

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bullet Committee Mtg Material
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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