Kentucky Municipal Energy Agency
February 25, 2016 10:00 AM
Bowling Green Municipal Utility 801 Center St, Bowling Green, KY 42101

Attendance Taken at 11:16 AM: 

Present Board Members:   
Josh Callihan 
Herbbie Bannister (Proxy for Vent Foster) 
Ronald Herd 
Chris Melton 
Terrance Naulty 
Mike Withrow 
 
Absent Board Members:   
Vent Foster 
Eddie Gooch 
Phillip King 
Chrissy O'Hara 
Carl Shoupe 

A. MEETING OPENING  

B. AGENDA REVIEW AND MODIFICATIONS  

C. PERFORMANCE REPORTS AND MODIFICATIONS  
C.1. Executive Committee Report  

Motion Passed:  Motion to put the CEO position on hold and send such notice to all applicants moved by Terry Naulty and seconded by Herbbie Bannister passed with a motion by Terrance Naulty and a second by Herbbie Bannister (Proxy for Vent Foster).  

5 Yeas - 1 Nays.  
Josh Callihan 	Yes 	
Herbbie Bannister  (Proxy for Vent Foster) 	Yes 	
Eddie Gooch 	Absent 	
Ronald Herd 	Yes 	
Phillip King 	Absent 	
Chris Melton 	Yes 	
Terrance Naulty 	No 	
Chrissy O'Hara 	Absent 	
Carl Shoupe 	Absent 	
Mike Withrow 	Yes 	

C.2. Power Supply Consultant's Report  
C.3. Financial Report  
 
Rationale: 

  

D. ITEMS PRESENTED FOR ACTION AT THIS MEETING  
D.1. Proposed Professional Services Agreement with Public Financial Management  
 
Rationale: 
Public Financial Management (PFM)  will be providing a proposed engagement letter or professional services agreement for consideration by the Board.
 
The Board approved agreements with NewGen, Spiegel & McDiarmid, and nFront at its December meeting. 

Motion Passed:  Motion to authorize execution of the Public Financial Management(PFM)agreement passed with a motion by Josh Callihan and a second by Mike Withrow.  

6 Yeas - 0 Nays.  
Josh Callihan 	Yes 	
Herbbie Bannister  (Proxy for Vent Foster) 	Yes 	
Eddie Gooch 	Absent 	
Ronald Herd 	Yes 	
Phillip King 	Absent 	
Chris Melton 	Yes 	
Terrance Naulty 	Yes 	
Chrissy O'Hara 	Absent 	
Carl Shoupe 	Absent 	
Mike Withrow 	Yes 	

D.2. Proposed Professional Services Agreement with Rubin & Hayes  
 
Rationale: 
Rubin & Hayes will be providing a proposed engagement letter or professional services agreement for consideration by the Board.
 
The Board approved agreements with NewGen, Spiegel & McDiarmid, and nFront at its December meeting. 

Motion Passed:  Motion to authorize execution of the Rubin & Hayes agreement passed with a motion by Mike Withrow and a second by Terrance Naulty.  

6 Yeas - 0 Nays.  
Josh Callihan 	Yes 	
Herbbie Bannister  (Proxy for Vent Foster) 	Yes 	
Eddie Gooch 	Absent 	
Ronald Herd 	Yes 	
Phillip King 	Absent 	
Chris Melton 	Yes 	
Terrance Naulty 	Yes 	
Chrissy O'Hara 	Absent 	
Carl Shoupe 	Absent 	
Mike Withrow 	Yes 	

E. Discussion Agenda  
E.1. Agreements between KyMEA and Members  
 
Rationale: 
Agreements that need to be put in place are as follows:

    KyMEA and All Requirements Members for:

    All Requirements Service (including power supply and other admin services)
    Purchase of capacity and energy from Member resources (Paris diesels, SEPA, other)

       2. KyMEA and OMU

    Sale of Capacity to OMU
    Power supply and other admin services
    Energy pooling arrangement
 
E.2. Paducah and Princeton Membership  
 
Rationale: 
Paducah and Princeton have expressed an interest in considering membership in KyMEA.

At the December meeting, the Board decided to have Terry and Chris have discussions with Paducah and Princeton concerning membership.
 
The Board will receive a status report regarding any discussions that have occurred.  

Motion Passed:  Motion to authorize the chairman to appoint a member of the board to negotiate a MOU with KMPA  passed with a motion by Terrance Naulty and a second by Mike Withrow.  

6 Yeas - 0 Nays.  
Josh Callihan 	Yes 	
Herbbie Bannister  (Proxy for Vent Foster) 	Yes 	
Eddie Gooch 	Absent 	
Ronald Herd 	Yes 	
Phillip King 	Absent 	
Chris Melton 	Yes 	
Terrance Naulty 	Yes 	
Chrissy O'Hara 	Absent 	
Carl Shoupe 	Absent 	
Mike Withrow 	Yes 	

E.3. Consideration of Renewable Options  
 
Rationale: 
At the January Meeting, the Board asked the Advisory Team to develop a resolution that would call for KyMEA to, during FY2017, specifically study certain renewable options with the aim of identifying initial options that could be implemented by May 1, 2019.  One option to be considered would be community solar projects in those Members communities that have an interest. 
E.4. Executive Session   Power Supply/Transmission  
 
Rationale: 
Discussion of proposals to provide Power Supply Resources to KyMEA submitted in response to KyMEA's RFP and related plan for submitting applications for transmission service.  The RFP included a commitment to not disclose proposal terms and provisions to competitors.  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 would provide an unfair advantage to competitors of the entity disclosing such information. 

F. Consent Agenda  

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

6 Yeas - 0 Nays.  
Josh Callihan 	Yes 	
Herbbie Bannister  (Proxy for Vent Foster) 	Yes 	
Eddie Gooch 	Absent 	
Ronald Herd 	Yes 	
Phillip King 	Absent 	
Chris Melton 	Yes 	
Terrance Naulty 	Yes 	
Chrissy O'Hara 	Absent 	
Carl Shoupe 	Absent 	
Mike Withrow 	Yes 	

F.1. Approve Minutes of January 28,2016 Special Board Meeting  
F.2. Ratify and Approve Disbursements  
F.3. Ratify and Approve Bids Accepted by the Chairman  
F.4. Ratify and Approve Determination and Findings - Including Purchase  
F.5. Personnel Items  

G. ITEMS PRESENTED FOR ACTION AT A FUTURE MEETING  

H. GOVERNANCE ITEMS  
H.1. Policy Compliance Reports  
H.2. Policy Review and Development  

I. UPCOMING MEETINGS  
 
Rationale: 
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.
March 24, 2016 at 10:00AM
April 28, 2016 at 10:00AM
May 26, 2016 at 10:00AM
June 23, 2016 at 10:00AM
July 28, 2016 at 10:00AM
August 25, 2016 at 10:00AM
September 22, 2016 at 10:00AM
October 27, 2016 at 10:00AM

J. CLOSED SESSION PURSUANT TO KRS 61.810 (1)(k) and 61.878 (1)(c) for Discussion of proposals to provide Power Supply Resources to KyMEA submitted in response to KyMEA's RFP and related options for submitting applications for transmission service.  The RFP included a commitment to not disclose proposal terms and provisions to competitors.  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 would provide an unfair advantage to competitors of the entity disclosing such information.  

Motion Passed:   passed with a motion by Terrance Naulty and a second by Herbbie Bannister (Proxy for Vent Foster).  

6 Yeas - 0 Nays.  
Josh Callihan 	Yes 	
Herbbie Bannister  (Proxy for Vent Foster) 	Yes 	
Eddie Gooch 	Absent 	
Ronald Herd 	Yes 	
Phillip King 	Absent 	
Chris Melton 	Yes 	
Terrance Naulty 	Yes 	
Chrissy O'Hara 	Absent 	
Carl Shoupe 	Absent 	
Mike Withrow 	Yes 	

J.1. Combined Cycle Plant Interest Group Participation Agreement  
 
Rationale: 
A proposal has been received for KyMEA to purchase power from a natural gas-fueled combined cycle generation plant to be constructed by the early 2020s. 

The proposed Interest Group Agreement would provide for KyMEA to share in the process and costs of developing a power purchase agreement relative to combined cycle plant.  The agreement would not commit KyMEA to purchase any amount of power from that plant. 

K. RETURN TO OPEN SESSION  

L. ITEMS PRESENTED FOR ACTION AS A RESULT OF CLOSED SESSION  
L.1. Consider Approval of Actions Necessary to Carry Out Closed Session Directives.  

M. ADJOURNMENT  

_____________________________________
Chairperson

_____________________________________
Secretary