CEO Work Plan discussion

• 171218_tpn_Proposed Draft Work Plan for KyMEA Dec 2017 Board Meeting

• 2017-12 Treasurers Report

Motion Passed:  Motion to approve KyMEA Treasurer's Report dated 12/20/17. passed with a motion by Mike Withrow and a second by Ed Fortner.

Motion Passed:  Approval of the Consent Agenda as presented passed with a motion by Terrance Naulty and a second by Josh Callihan.

• MeetingMinutes11152017

Chris Lindner, Partner, BKD, will be on hand to present the KyMEA FY 16 and 17 Audit as well as answer any questions.

• KyMEA Audit Communication Ltr - FINAL
• KyMEA Report - FINAL - FY17

Motion Passed:  Motion to accept the KyMEA FY 16 and 17 Audit Report from BKD. passed with a motion by Ed Fortner and a second by Mike Withrow.

Update on CFO Activities

• KyMEA Interim CFO Update 12-20-17

This will be an update for the Board on status of FPB’s plans to review the AR Contract.

This will be a brief update on the transmission arrangements with:

1.       Delivery point transition plan

2.       LGE/KU/PJM/EKPC  - Arrangements for Falmouth

3.       MISO                             - Nothing for now

Recommendation for KyMEA to contract with ADP for payroll processing on a two week frequency.

Motion Passed:  Motion to authorize the interim CFO to contract with ADP to process KyMEA staff payroll on a two week interval basis. passed with a motion by Terrance Naulty and a second by Josh Callihan.

Based on KyMEA moving its banking relationship, it is recommended that it also move its credit card relationship to a American Express, a provider not affiliated with a specific local bank, and to obtain cards for the Chairman, CEO, and Interim CFO.

Motion Passed:  Motion to authorize the Interim CFO to cancel the existing credit card relationship with BB&T. passed with a motion by Terrance Naulty and a second by Mike Withrow.

A final draft has been prepared for the Board’s consideration.

• SPIEGEL#275021v6 - Draft Paris Member-Owned Resource Contract (Diesel Units)
• SPIEGEL#278429v1 - Redlined Paris MOR Contract

Motion Passed:  Motion to approve Paris Member Owned Resource Agreement and authorization for KyMEA officers to execute the agreement. passed with a motion by Terrance Naulty and a second by Ed Fortner.

A resolution has been drafted to provide that the use and crediting for SEPA by KyMEA would begin on May 1, 2019 instead of June 1, 2019. This was an option built into the SEPA-Member Resource Agreements that would be accomplished by revising the Service Term commencement date in the agreements to May 1, 2019.

Having KyMEA use SEPA beginning May 1, 2019 would reduce the costs of the AR Members because otherwise the members would not receive a capacity credit for their SEPA for the month of May 2019.

We also plan to discuss the status of execution of the SEPA Member-Owned Resource Agreements by the AR Members.

The request would be for a waiver by FERC needed to continue existing transmission arrangements with EKPC and PJM for deliveries to Falmouth.

Motion Passed:  Motion to authorize filing of the request to FERC for waiver to continue existing transmission arrangements with EKPC and PJM for deliveries to Falmouth. passed with a motion by Terrance Naulty and a second by Mike Withrow.

The KyMEA Board of Directors shall hold its regular meetings on the fourth Thursday of each month, except for the months of November and December when the regular meeting shall be held on the third Thursday. 

The regular meetings shall convene and commence at 10:00 AM Central time on said dates.

The regular meetings shall held at the Bowling Green Municipal Utility located at 801 Center St, Bowling Green, KY 42101 in Bowling Green, Kentucky or at such location to be designated by the Board.

• KyMEA Board meetings 2018

KRS 61.810 (1)(f) and (1)(k) and 61.878 (1)(a); (1)(c) and 1((j) for the purpose of:

(i)                 reviewing discussions with a potential candidate for employment as the President of KyMEA, including discussion of and review of items of a personal nature, records and privacy;

(ii)              presentation, discussion and review of preliminary recommendations and preliminary memoranda in which opinions are expressed or polices formulated or recommended;

(iii)            presenting and discussing the proposals received in response to the RFP for Renewable Resources; and

(iv)             presenting and discussing of interest from potential proposers to the Natural Gas/Combined Cycle Resource RFP.

KRS 61.810(1)(f) and 61.878(1)(a) allow for closed session where discussions might lead to the appointment of an individual as an employee and regarding personal records or information disclosed to the agency which if disclosed to the general public could constitute an unwarranted invasion of personal privacy.

KRS 61.810(1)(k) and 61.878(1)(c) allow for closed session where discussions regarding records or information disclosed to the agency or required to be disclosed to the agency as confidential or proprietary would, if disclosed by the agency, provide an unfair advantage to competitors of the entity disclosing such information.

KRS 61.810(1)(k) and 61.878(1)(j) allow for closed session where presentation, discussion and review of preliminary recommendations and preliminary memoranda in which opinions are expressed or polices formulated or recommended.

Motion Passed:  Approval to enter into CLOSED SESSION PURSUANT TO KRS 61.810 (1)(f) and (1)(k) and 61.878 (1)(a); (1)(c) and 1((j) for the purpose of: (i) reviewing discussions with a potential candidate for employment as the President of KyMEA, including discussion of and review of items of a personal nature, records and privacy; (ii) presentation, discussion and review of preliminary recommendations and preliminary memoranda in which opinions are expressed or polices formulated or recommended; (iii) presenting and discussing the proposals received in response to the RFP for Renewable Resources; and (iv) presenting and discussing of interest from potential proposers to the Natural Gas/Combined Cycle Resource RFP. KRS 61.810(1)(f) and 61.878(1)(a) allow for closed session where discussions might lead to the appointment of an individual as an employee and regarding personal records or information disclosed to the agency which if disclosed to the general public could constitute an unwarranted invasion of personal privacy. KRS 61.810(1)(k) and 61.878(1)(c) allow for closed session where discussions regarding records or information disclosed to the agency or required to be disclosed to the agency as confidential or proprietary would, if disclosed by the agency, provide an unfair advantage to competitors of the entity disclosing such information. KRS 61.810(1)(k) and 61.878(1)(j) allow for closed session where presentation, discussion and review of preliminary recommendations and preliminary memoranda in which opinions are expressed or polices formulated or recommended. passed with a motion by Terrance Naulty and a second by Josh Callihan.

Motion Passed:  Approval to return to Open Session passed with a motion by Ed Fortner and a second by Mike Withrow.

Motion Passed:  I move to authorize the Chairman of KyMEA to continue to pursue negotiations to agree upon definitive terms and conditions for a Power Purchase Agreement under the outstanding Request for Proposals for electric capacity and energy and to execute any document that may be necessary to facilitate such negotiations. passed with a motion by Josh Callihan and a second by Mike Withrow.

Motion Passed:  Motion to adopt the following RESOLUTION: WHEREAS, the Kentucky Municipal Energy Agency ("KyMEA") in order to meet the needs of its Members has undertaken a search for a President and Chief Executive Officer and desires to enter into an Employment Contract with the candidate; NOW THEREFORE BE IT RESOLVED BY THE KENTUCKY MUNICIPAL ENERGY AGENCY AS FOLLOWS: The KyMEA Board hereby authorizes and directs its Executive Committee to complete the negotiation of an Employment Contract with Doug Buresh for the position of President and Chief Executive Officer provided such Employment Contract will be in substance based upon the form of the Employment Contract submitted to the KyMEA Board and based upon the offer of the terms of employment agreed to by KyMEA and Doug Buresh. The KyMEA Board hereby further authorizes and directs its Chairman to execute the Employment Contract upon its approval by the Executive Committee. passed with a motion by Terrance Naulty and a second by David Denton.

Motion Passed:  Motion to adjourn. passed with a motion by Terrance Naulty and a second by Josh Callihan.