fmpa board of directors agenda package · larry mattern, kissimmee – treasurer michael beckham,...

Board of Directors Bill Conrad, Newberry – Chairman Ed Liberty, Lake Worth Barbara Quiñones, Homestead – Vice Chair Glenn Spurlock, Leesburg Larry Mattern, Kissimmee – Treasurer Michael Beckham, Lakeland Lynne Tejeda, Key West – Secretary Vacant, Moore Haven Rodolfo Valladares, Alachua Charles Revell, Mount Dora Bradley Hiers, Bartow Vacant, New Smyrna Beach Vacant, Blountstown Sandra Wilson, Ocala Jody Young, Bushnell Claston Sunanon, Orlando Vacant, Chattahoochee Vacant, Quincy Lynne Mila, Clewiston Bill Sturgeon, St. Cloud Fred Hilliard, Fort Meade Robert Milner, Starke John Tompeck, Fort Pierce Laura Moss, Vero Beach Tom Brown, Gainesville James Braddock, Wauchula Robert Page, Green Cove Springs Scott Lippmann, Williston Howard McKinnon, Havana Dan D’Alessandro, Winter Park Allen Putnam, Jacksonville Beach

FMPA BOARD OF DIRECTORS

AGENDA PACKAGE October 18, 2018

9:00 a.m. [NOTE TIME]

Meeting Location Florida Municipal Power Agency

8553 Commodity Circle Orlando, FL 32819

(407) 355-7767

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MEMORANDUM TO: FMPA Board of Directors

FROM: Jacob A. Williams, General Manager and CEO

DATE: October 9, 2018

RE: FMPA Board of Directors Meeting – 9:00 a.m., October 18, 2018 PLACE: Florida Municipal Power Agency

8553 Commodity Circle, Orlando, FL 32819

DIAL-IN: NEW DIAL-IN INFO 877-668-4493, Meeting Access Code 739 362 419 (If you have trouble connecting via phone or internet, call 407-355-7767)

AGENDA

Chairman Bill Conrad Presiding 1. Call to Order, Roll Call, Declaration of Quorum .......................................................... 4 2. Recognition of Guests .................................................................................................. 5

3. Public Comments (Individual public comments limited to 3 minutes) ...................... 6 4. Set Agenda (by vote) .................................................................................................... 7

5. Report from the General Manager (Jacob Williams) .................................................. 9

6. Sunshine Law Update (Dan O’Hagan) ........................................................................ 17

7. Consent Agenda

a. Acceptance of the Minutes for the Meeting Held September 20, 2018; Joint Board of Directors and Executive Committee Strategic Planning Session Held February 15, 2017 and Board of Directors Advanced Metering Infrastructure (AMI) Workshop Held March 6, 2018 ............................................................................. 19

b. Approval of the Projects’ Financials as of August 31, 2018 .................................. 33

c. Approval of the Treasury Reports as of August 31, 2018 ..................................... 35

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FMPA Board of Directors Meeting Being Held October 18, 2018 October 9, 2018 Page 2 8. Action Items

a. Approval of FY 2019 Goals (Jacob Williams) ......................................................... 40

b. Approval of the St. Lucie Debt Strategy (Linda S. Howard) .................................. 44

c. Approval of Restarting the Pooled Loan Program (Linda S. Howard) ................... 55

d. Approval of Florida Municipal Solar Project Charter (Susan Schumann) ............. 61

e. Approval of Easement Agreement for an Urban Cell Phone Tower (Mike McCleary) ............................................................................................................... 70

f. Approval of Tallahassee Becoming a Member of FMPA (Jacob Williams/Jody Finklea) .................................................................................................................. 85

g. Approval of Resolution 2018-B14 – Short-Term Hurricane-Related

Financial Support (Linda S. Howard / Jody Finklea) ........................................ 105

9. Information Items

a. Update on Human Resources Policy and Procedures Changes (Sharon Adams) ................................................................................. 126

b. Committee Structure Discussion * (Linda S. Howard) ........................................ 140

10. Member Comments ................................................................................................. 146 11. Adjournment ............................................................................................................ 147 *Also on the Executive Committee agenda. JW/su NOTE: One or more participants in the above referenced public meeting may participate by telephone. At the above location there will be a speaker telephone so that any interested person can attend this public meeting and be fully informed of the discussions taking place either in person or by telephone communication. If anyone chooses to appeal any decision that may be made at this public meeting, such person will need a record of the proceedings and should accordingly ensure that a verbatim record of the proceedings is made, which includes the oral statements and evidence upon which such appeal is based. This public meeting may be continued to a date and time certain, which will be announced at the meeting. Any person requiring a special accommodation to participate in this public meeting because of a disability, should contact FMPA at (407) 355-7767 or (888) 774-7606, at least two (2) business days in advance to make appropriate arrangements.

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AGENDA ITEM 1 - CALL TO ORDER, ROLL CALL, DECLARATION OF QUORUM Board of Directors Meeting October 18, 2018

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AGENDA ITEM 2 – RECOGNITION OF GUESTS Board of Directors Meeting October 18, 2018

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AGENDA ITEM 3 – PUBLIC COMMENTS (Individual Public Comments Limited to 3 Minutes) Board of Directors Meeting October 18, 2018

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AGENDA ITEM 4 – SET AGENDA (By Vote) Board of Directors Meeting October 18, 2018

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GENERAL MANAGER’S REPORT AGENDA ITEM 5 – REPORT FROM THE GENERAL MANAGER Board of Directors Meeting October 18, 2018

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Goal Status ActualYTD FY 2018

Target CommentActual Target1. Safety (no lost-time

accidents for employees or agents) 0 0 0 0

Zero lost-time accidents.

2. Compliance(zero violations that are not self-reported)

Environ. 0 0 0 0 Zero compliance violations.Financial 0 0

Compliance 0 0

Other 0 03. Low Costs

($/MWh)Controllabl

e $40.68 $48.65 $52.69 $51.01 Information shown is through August 2018 and will be updated prior to the meeting. FY19 estimate at $73/MWh, almost $9/MWh below goal.

Gas $24.07 $26.45 $29.19 $28.86All-in $64.75 $75.10 $81.88 $79.87

4. Reliability (EAF of base-load units) 97.7% 89.8% 88.4% 88%

Exceeded goal with 89.8% availability for FY19.

5. Member Relations (member visits by leadership team)

3 99 90 90Surpassed goal for the year.

Fiscal 2018 Management Goals Scorecard, as of September 30, 2018

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Goal Status Comment6. Power Sales (sell 35 MW

to achieve ARP savings)Short-listed by Winter Park for negotiations that are ongoing in October.

7. Vero Beach Transaction (docs complete, in escrow)

Documents completed. PSC hearing postponed until Oct. 18-19 due to Hurricane Michael.

8. New Member Services (1. foreman, 2. hurricanes, 3. system specifications)

Goal accomplished. Held semi-annual regional foreman meetings that were well attended. Identified 20 FMPA staff members to assist members after a hurricane. Gathered high-level system specifications for FMPA’s members to assist them in multiple ways.

9. Value of Municipals (quantify with member data)

Goal has been met. Met with Newberry City Commission Oct. 8 to present the value of their electric utility.

10. FMPA Image (brandingand communications)

Goal met. Launched new FMPA brand. Spoke to 8 stakeholder groups and 4 more booked. Achieved record positive publicity. Grew social media to top quartile among JAAs.

11. Cost Competitiveness (smaller, high-cost utilities)

Goal completed. Program to be implemented in October 2018.

12. Employee Retention (update HR policies)

Policy updated in April and procedures updated through summer. Info summary presented in October.

(Continued) Fiscal 2018 Management Goals Scorecard, as of August 31, 2018

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Current Gas Forwards $0.20/MMBtu Above Budget

3

NYMEX Natural Gas Settlement

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NYMEX Price Action for the FY19 Budget Set

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FY19 Daily Settled Price $0.09 above Budget as of October 8th

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Natural Gas Production Increasing with Higher Oil Prices

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Average Monthly Change Since 2016 to Date (10/4/18)

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Drilling Rig Growth Continues

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WTI Price Continues to Increase Spurs Drilling Rig Expansion

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US Drilling Rig Count vs WTI Prompt

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Gas Storage Inventory as of Week Ending Sep 28th

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Injections lagging below Five Year Average

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Winter Currently Projected to be Warmer than NormalJanuary Forecast Similar to all Current Winter Month Forecasts

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VERBAL REPORT AGENDA ITEM 6 – SUNSHINE LAW UPDATE Board of Directors Meeting October 18, 2018

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AGENDA ITEM 7 – CONSENT AGENDA a. Approval of the Minutes for the

Meeting Held September 20, 2018 Board of Directors Meeting October 18, 2018

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Board of Directors Meeting Minutes September 20, 2018 Page 1 of 6

CLERKS DULY NOTIFIED .......................................................... SEPTEMBER 11, 2018 AGENDA PACKAGES POSTED................................................. SEPTEMBER 11, 2018

MINUTE NOTES FMPA BOARD OF DIRECTORS MEETING

FLORIDA MUNICIPAL POWER AGENCY 8553 COMMODITY CIRCLE

ORLANDO, FL 32819 THURSDAY, SEPTEMBER 20, 2018

9:00 A.M. MEMBERS Jody Young, Bushnell (via telephone) PRESENT Lynne Mila, Clewiston John Tompeck, Fort Pierce

Bob Page, Green Cove Springs Barbara Quinones, Homestead (via telephone) Allen Putnam, Jacksonville Beach Lynne Tejeda, Key West Larry Mattern, Kissimmee Michael Beckham, Lakeland * (via telephone) Glenn Spurlock, Leesburg Bill Conrad, Newberry Mike Poucher, Ocala Claston Sunanon, Orlando Robert Milner, Starke (via telephone) Laura Moss, Vero Beach James Braddock, Wauchula * (via telephone) Dan D’Alessandro, Winter Park *arrived after roll call.

OTHERS Paul Jakubczak, Fort Pierce PRESENT Grant Lacerte, Kissimmee

Jim Williams, Leesburg Michael Poucher, Ocala JoLinda Herring, Bryant Miller Olive P.A. Craig Dunlap, Dunlap & Associates, Inc. Thomas Geoffroy, Florida Gas Utility Jennifer Clarke, Bridge Energy Group Rob Taylor, GDS Associates, Inc. Steven Stein, nFront Consulting Lynn Sand, Leidos Jerry Cooley, Honeywell Rob Szostak, FTN Financial

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STAFF Jacob Williams, General Manager and CEO PRESENT Jody Finklea, Deputy General Counsel Linda Howard, Chief Financial Officer Dan O’Hagan, Associate General Counsel Chris Gowder, Business Development and Planning Manager

Frank Gaffney, Chief Operating Officer Mark McCain, Assistant General Manager, Member Services, Human Resources and Public Relations Rich Popp, Chief Finance Officer Sue Utley, Executive Asst. /Asst. Secy. to the Board Michelle Pisarri, Power Resources Secretary II Ann Beckwith, Regulatory and Rates Specialist Carol Chinn, Chief Information and Compliance Officer Carl Turner, Engineering Services Manager Susan Schumann, External Affairs Administrator David Schumann, Power Generation Fleet Director Mike McCleary, Manager of Member Services Development Cairo Venegas, Manager of Member Services Development Steve Ruppel, Accounting Manager Luis Cruz, Information Technology Manager Sharon Adams, Human Resources Director Edwin Nunez, Assistant Treasurer/Debt Jason Wolfe, Accounting and Financial Planning Director

ITEM 1 - CALL TO ORDER, ROLL CALL AND DECLARATION OF QUORUM Chairman Bill Conrad, Newberry, called the Board of Directors meeting to order at 9:01 a.m. on Thursday, September 20, 2018, in the Frederick M. Bryant Board Room at Florida Municipal Power Agency, 8553 Commodity Circle, Orlando, Florida. The roll was called and a quorum was declared with 15 members present representing 27.5 votes out of a possible 48.5. After roll call, Lakeland and Wauchula joined via telephone bringing the total members present to 17 representing 29.5 votes out of a possible 48.5. ITEM 2 – Recognition of Guests Chairman Conrad recognized Jerry Cooley of Honeywell and Thomas Geoffroy of Florida Gas Utility. ITEM 3 – PUBLIC COMMENTS (Individual Public Comments Limited to 3 Minutes) Lynne Mila, Clewiston, read a letter from the Mayor of Clewiston as follows:

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August 21, 2018 FMPA Board of Directors Bill Conrad, Chairman Subject: McCarthy Substation Sale Dear Mr. Chairman and Members of the Board: Last month, the City of Clewiston sold its 138kV switching station, known as the McCarthy substation, to Florida Power and Light. For over 25 years this substation has served as the point of power delivery from the Florida Municipal Power Agency to our city. l would like to thank FMPA for its help with the successful completion of this transaction. From November, 2016 to the closing on July 21, 2018, staff was readily available to facilitate negotiations, as well as assist in related matters: from calculating the asset's value, to advising the city with regard to regulatory and other legal issues. Please accept this letter on behalf of the City of Clewiston and our customers as our expression of sincere thanks. Very truly yours, Mali Gardner Mayor

ITEM 4 – SET AGENDA (by vote) MOTION: Glenn Spurlock, Leesburg, moved approval of the agenda as presented. Allen Putnam, Jacksonville Beach, seconded the motion. Motion carried 29.5 – 0. ITEM 5 – REPORT FROM THE GENERAL MANAGER Jacob Williams reported on the following items:

1. Mike Perri, Fort Pierce, acknowledgement of service to FMPA as this will be his last Board meeting he will attend. Mr. Perri has term-limited out on the FPUA Board.

2. Goals Scorecard 3. Review of Upcoming Meetings and APPA Events 4. APPA’s Joint Action Workshop in Key West, January 6-8, 2019 – FMPA will pay

expenses for ARP Executive Committee members and registration for other Board members wishing to attend

5. APPA Legislative Rally – February 25-27, 2019 in Washington, DC

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6. FMPA Board and Executive Committee Strategic Planning Session – would like to hold February 13, 2019 and have Board and Executive Committee meetings the next day

7. TCEC Fall Outage – Members are welcome to attend tour in the afternoon of November 14 to see the plant in outage mode

8. Organizational Changes 9. FMPA’s old phone system is available to any Members who have an interest in

the equipment ITEM 6 – SUNSHINE LAW UPDATE Dan O’Hagan reported on Mayo, FL changing its name to Miracle Whip, FL for a promotion. The town council may have violated the Sunshine Laws by reportedly holding private, non-published meetings to discuss the promotion. ITEM 7 – CONSENT AGENDA

a. Approval of Minutes – Meeting Held August 23, 2018

b. Approval of the Projects’ Financials as of July 31, 2018

c. Approval of the Treasury Reports as of July 31, 2018 MOTION: Allen Putnam, Jacksonville Beach, moved approval of the Consent Agenda as presented. Glenn Spurlock, Leesburg, seconded the motion. Motion carried 29.5 – 0. ITEM 8 – ACTION ITEMS a. Approval of Resolution 2018-B12 – Tri-City Project Budget Amendment MOTION: Allen Putnam, Jacksonville Beach, moved approval of Resolution 2018-B12. Michael Poucher, Ocala, seconded the motion. Resolution 2018-B12 was read by title:

RESOLUTION OF THE BOARD OF DIRECTORS OF FLORIDA MUNICIPAL POWER AGENCY: (I) AMENDING THE TRI-CITY PROJECT BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; (II) ADOPTING THE AMENDED BUDGET FOR THE TRI-CITY PROJECT FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; AND (III) PROVIDING AN EFFECTIVE DATE.

Motion carried 29.5 – 0.

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b. Approval of Resolution 2018-B13 – St. Lucie Project Budget Amendment MOTION: Larry Mattern, Kissimmee, moved approval of Resolution 2018-B13. Michael Poucher, Ocala, seconded the motion. Resolution 2018-B13 was read by title:

RESOLUTION OF THE BOARD OF DIRECTORS OF FLORIDA MUNICIPAL POWER AGENCY: (I) AMENDING THE ST. LUCIE PROJECT BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; (II) ADOPTING THE AMENDED BUDGET FOR THE ST LUCIE PROJECT FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; AND (III) PROVIDING AN EFFECTIVE DATE.

Motion carried 29.5 – 0. c. Approval of Board Officers Recommendation on Evaluations for the General

Counsel and CLO and General Manager and CEO Chairman Bill Conrad reported to the Board that the Board Officers met via teleconference September 12, 2018 to solicit input from the full Board for the evaluations of the General Manager and CEO and General Counsel and CLO. After the input, the Board Officers discussed a pay increase for the General Manager and CEO of 6.25 percent and for the General Counsel and CLO an increase of 10.2 percent. Motion: Larry Mattern, Kissimmee, moved approval of the Board Officers recommendation for the General Manager and CEO of a six and one-quarter percent (6.25%) increase to the base salary of the General Manager and CEO and authorize the Chairman to execute amendments to the employment agreements for the compensation changes approved by the Board. This percentage is the average of the Board Officers recommendations for the merit increase. Laura Moss, Vero Beach, seconded the motion. Motion carried 29.5 – 0. Motion: Allen Putnam, Jacksonville Beach, moved approval of the recommendation from the Chairman, Bill Conrad, Vice Chair, Barbara Quiñones and Secretary, Lynne Tejeda, for the General Counsel and CLO of a 10.2 percent (10.2%) increase to the base salary of the General Counsel and CLO and authorize the Chairman to execute amendments to the employment agreements for the compensation changes approved by the Board. This percentage is the average of the Board Officers recommendations for the merit increase. Michael Poucher, Ocala, seconded the motion. Motion carried 29.5 – 0.

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ITEM 9 – INFORMATION ITEMS a. Summary of Municipal Electric Utility Value Project Ann Beckwith gave a presentation on the Municipal Electric Utility Value Project. b. FMPA Solar Project Committee Charter Susan Schumann gave a presentation on the Solar Project Committee Charter. c. St. Lucie Debt Strategy Linda Howard presented an update on St. Lucie Debt Strategy. d. Discussion of the Pooled Loan Program Linda Howard presented an update on possibly restarting the Pooled Loan Program. e. Member Use of FMPA Engineering Contracts Carl Turner gave an update on FMPA Engineering Contracts available for Members to utilize. ITEM 10 – MEMBER COMMENTS Laura Moss, Vero Beach, thanked Mike Perri, Fort Pierce, for his knowledge and service. She also thanked Larry Mattern, Kissimmee, and Jacob Williams for organizing the plant tour to Cane Island Power Park, so members can get to know each other and discuss non-FMPA issues. ITEM 11 – ADJOURNMENT There being no further business, the meeting was adjourned at 10:47a.m. Bill Conrad Lynne Tejeda Chairman, Board of Directors Secretary Approved: Seal BC/LT/su

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PUBLIC NOTICES (4) SENT TO CLERKS .................................. February 13, 2017

MINUTES

JOINT BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE STRATEGIC PLANNING SESSION

WEDNESDAY, FEBRUARY 15, 2017

FLORIDA MUNICIPAL POWER AGENCY 8553 COMMODITY CIRCLE ORLANDO, FLORIDA 32819

MEMBERS Bruce Hickle, Bushnell PRESENT Lynne Mila, Clewiston Fred Hilliard, Fort Meade

Clay Lindstrom, Fort Pierce Bob Page, Green Cove Springs Howard McKinnon, Havana Barbara Quiñones, Homestead Allen Putnam, Jacksonville Beach Lynne Tejeda, Key West Larry Mattern, Kissimmee Michael Beckham, Lakeland Patrick Foster, Leesburg Charles Revell, Mount Dora Bill Conrad, Newberry Sandra Wilson, Ocala Laura Moss, Vero Beach

OTHERS Paul Jakubczak, Fort Pierce PRESENT Mike Perri, Fort Pierce George Forbes, Jacksonville Beach

Jim Williams, Leesburg Mike New, Newberry Michael Poucher, Ocala Bob Auwaerter, Vero Beach Seth Scwartz, Energy Ventures Analysis, Inc. Elizabeth Columbo, Nixon Peabody Craig Dunlap, Dunlap & Associates, Inc. Michael Mace, PFM Asset Management, Inc. Brent Wilder, PFM Asset Management, Inc. Kathy Viehe, V Strategic Amy Zubaly, FMEA

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Joint Board of Directors and Executive Committee Minutes Strategic Planning Session February 15, 2017 Page 2

STAFF Sharon Adams, Human Resources/Administrative Services Manager PRESENT Frederick M. Bryant, General Counsel and Chief Legal Officer Carol Chinn, Regulatory Compliance Officer Jody Lamar Finklea, Deputy General Counsel and Manager of Legal Affairs Frank Gaffney, Assistant General Manager, Power Resources Michele Jackson, System Planning Manager Mark Larson, Assistant General Manager, Finance and Information Technology and CFO

Mark McCain, Assistant General Manager, Member Services, Human Resources and Public Relations Navid Nowakhtar, Generator Planning Engineer III Michelle Pisarri, Power Resources Secretary II Tom Richards, Executive Consultant Sue Utley, Executive Asst./Asst. Secy. to the Board Jacob Williams, General Manager and CEO Jason Wolfe, Financial Analyst and Power Supply Contracts Administrator

1. Call to Order and Roll Call Chairman Bill Conrad, Newberry, called the Board of Directors and Executive Committee Strategic Planning Session, as a joint workshop, to order at 9:00 a.m. on Wednesday, February 15, 2017, in Board Room at Florida Municipal Power Agency, 8553 Commodity Circle, Orlando, Florida. 2. Review Day and Current Mission/Vision/Values 3. Presentation and Q&A on FMPA Member Drivers Resource and Succession

Plan Material Introductions were made by each individual present, going around the room.

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Jacob Williams, General Manager and CEO, and Frank Gaffney, Assistant General Manager, Power Resources, presented prepared materials and addressed questions. Discussion ensued. 10:15 – RECESS JOINT SESSION 10:30 – RECONVENE JOINT SESSION 4. Presentation and Q&A on U.S. Energy/Gas/Power Market View including

Regulatory Impacts Seth Schwartz, Energy Ventures Analysis, Inc., made a presentation and addressed questions. 6. Lunch Break (taken out of order from agenda) 11:33 – RECESS JOINT SESSION FOR LUNCH 11:50 – RECONVENE JOINT SESSION 5. Presentation and Q&A on Comparative Work of Joint Action Agencies to

FMPA Michael Mace, PFM Asset Management, Inc., made a presentation and addressed questions 7. Present List of Strategic Questions 8. Prioritize List of Strategic Questions Kathy Viehe, V Strategic, provided an introduction and facilitated a discussion on the list of strategic questions and their ranking. The consensus ranking of strategic items is as follows:

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1 Evaluate multiple initiatives to lower costs to ARP participants and provide value to other municipals

2 Provide business model alternatives

3 Rate making efforts for load attraction rates and cost recovery categories for fixed and variable costs

4 Focus on maintaining and improving bond ratings of FMPA’s bonds to reduce costs

5

Significant enhancement of Member Services in technical, operations, compliance and IT. Be a resource for advocacy and other services that assist member cities in articulating their value to local communities and supporting member existence, when it is threatened.

6 Work to tell the positive story of FMPA in the media, social media, and appropriate industry forums

7 Develop strategic relationships

8 Employment development, retention, and succession planning (and likely significant retirement potentials over next 2-5 years)

9. Roundtable Discussion on Major Strategic Question 10. Roundtable Discussion on 2nd Major Strategic Question Kathy Viehe facilitated a discussion of the first two ranked strategic items. 11. (Recess Main Strategic Planning Session for Breakout Session (Publicly

Noticed Separately) 3:15 – RECESS JOINT SESSION 12. Breakout working group sessions on 3 or 4 prioritized strategic items Pursuant to three individual public notices for separate breakout sessions, each of the attendees of the Joint Session chose one of three breakout working group sessions to attend. The breakout working group sessions were led by FMPA staff and focused on one of three areas of concern, from the discussions: cost reduction and business model

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alternatives (Jacob Williams, Frank Gaffney, and Fred Bryant), rates (Jody Finklea and Mark Larson), and telling the positive FMPA story (Mark McCain). 13. (Breakout working group sessions adjourn and Main Strategic Planning

Session Reconvenes) 4:00 – RECONVENE JOINT SESSION 14. Report Back from Breakouts on Strategic Questions 15. Test Adequacy for Mission/Vision/Values Upon reconvening the joint session, reports were given from each breakout working group. Discussion ensued. The consensus was that no changes were needed to the mission, vision, and values of FMPA. Several take-away items for staff efforts were noted in the discussion. 16. Adjourn Main Strategic Planning Session There being no further business, the workshop was adjourned at 4:37 p.m. Approved WC/HM/su

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CLERKS DULY NOTIFIED ........................................................................ FEBRUARY 28, 2018

MINUTES BOARD OF DIRECTORS

ADVANCED METERING INFRASTRUCTURE (AMI) WORKSHOP MINUTES MARCH 6, 2018

FLORIDA MUNICIPAL POWER AGENCY 8553 COMMODITY CIRCLE, ORLANDO, FLORIDA 32819

10:00 A.M. MEMBER CITIES PRESENT

Jody Young, Bushnell Christina Simmons, Bushnell Thomas Parker, Fort Pierce Chad Parker, Gainesville Matt Seeley, Jacksonville Beach Larry Mattern, Kissimmee James Moore, Lakeland Chelsea Ogle, Lakeland Alan Irwin, Leesburg Lori Beach, Leesburg Steve Langley, Mount Dora Bill Conrad, Newberry Mike New, Newberry Dallas Lee, Newberry Tony Clayton, Ocala Renie Kennedy, Ocala Doug Peebles, Ocala Jay Peacock, Orlando

OTHERS PRESENT

Branndon Kelley, AMP Dan Cerrezuela, Core & Main Michael Sugg, Jade & Track Lynn Sand, Leidos Sean McCarty, Sensus Dana Kirkland, Sensus

STAFF PRESENT

Jacob Williams, General Manager and CEO Mark McCain, Assistant General Manager, Public Relations Carol Chinn, Chief Information and Compliance Officer Sue Utley, Executive Assistant to the CEO/Asst. Secy to the BOD Cairo Vanegas, Operations Engineer III Mike McCleary, Manager of Member Services Development Sharon Smeenk, Member Services Manager Luis Cruz, IT Manager Navid Nowakhtar, Business Development and Resource Planner

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AMI Workshop Minutes March 6, 2018 Page 2 of 2

Introductions Mike McCleary had those present and on the phone, introduce themselves and made opening remarks on the purpose of the workshop. Guest Speakers on Their Implementation of AMI James Moore and Chelsea Ogle of Lakeland Alan Irwin and Lori Beach of Leesburg Jay Peacock of Orlando Presentation from Navid Nowakhtar and Cairo Vanegas Navid and Cairo summarized a workshop they attended held by the Department of Energy on unlocking the value of AMI. Lunch break from 12:26pm to 12:53pm. Presentation from Branndon Kelley, Chief Information Officer for AMP Mr. Kelley presented information on how they help their Members implement AMI. AMI Post Large-Scale Event A discussion on AMI functions after a large-scale event like a hurricane. Open Discussion and Q & A Participants were given a chance to ask questions of the panel. There being no further business, the meeting was adjourned at 2:04 p.m. _______________________________ Approved

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AGENDA ITEM 7 – CONSENT AGENDA b. Approval of the Projects’

Financials as of August 31, 2018 Board of Directors Meeting October 18, 2018

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AGENDA PACKAGE MEMORANDUM

TO: FMPA Board of Directors FROM: Linda Howard DATE: October 9, 2018 ITEM: 7b – Approval of Projects’ Financials as of August 31, 2018

Discussion: The summary financial statements and detailed financial statements of the Projects for the period ended August 31, 2018 are posted on the Document Portal section of FMPA’s website.

_____________________________________________________________ Recommended Move approval of the Projects’ Financial Reports for the month ended

August 31, 2018. _____________________________________________________________ LH/df

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AGENDA ITEM 7 – CONSENT AGENDA c. Approval of the Treasury

Reports as of August 31, 2018 Board of Directors Meeting October 18, 2018

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TO: FMPA Board of Directors

FROM: Gloria Reyes


ITEM: BOD 7(c) – Approval of Treasury Reports as of August 31, 2018

Introduction This agenda item is a quick summary update of the Treasury Department’s

functions.

The Treasury Department reports for August are posted in the member portal section of FMPA’s website.

Debt Discussion Below is a summary of the total debt outstanding and the percentage of

debt that was fixed, variable or synthetically fixed with interest rate swaps as of August 31, 2018.

** Total debt Outstanding Fixed Rate

Variable Rate

Synthetically Fixed

Agency 220,000 100% 0% 0% St Lucie 304,125,000 46.91% 0% 53.09% Stanton 17,324,000 99.11% .89% 0% Stanton II 133,314,000 99.82% .18% 0% Tri City 6,505,000 99.15% .85% 0%

The St Lucie investment strategy to pay down St Lucie debt:

As of August 31, 2018, the St. Lucie Project holds investments with a market value of $197 million that can be used for future bond principal payments. These investments and the Merrill Lynch investment contract (Forward Sale Agreement) will mature between now and 2026 with a value of $247 million, assuming the Merrill Lynch investment contract is executed as it currently stands. The market value is the estimated value, calculated by Bloomberg, if we had sold all the assets as of August 31, 2018.

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BOD 7 (c) – Approval of Treasury Reports as of August 31, 2018 October 9, 2018 Page 2

St Lucie Accounts Future Holdings 8/31/2018 Market Value

10/1/26 (Estimated)

of Holdings (Estimated)

2011A&B Debt Service Reserve 7,345,648 7,234,054 2012 Debt Service Reserve 3,583,943 3,541,005 ML Forward Sale Agreement 139,475,000 87,173,437 ML FSA Collateral 7,499,000 7,260,490 General Reserve 90,066,460 91,863,832 Total 247,970,051 197,072,818

The future holdings on 10/1/26 as listed above, assumes that the investments mature sans default and then are held in cash until 10/1/26. Note that the final value of the Forward Sale Agreement ($139.5 million) is contingent on the St Lucie Project continuing to make the purchases as per the Merrill Lynch agreement and that the assets are held until maturity. The current market value of the Forward Sale Agreement is $87,173,437 Our expectation is that at least, an estimated $247 million will be used to pay the outstanding debt of the St Lucie Project. The remainder of the cash needed to pay off all the current debt of $58 million will be collected from monthly Participant billings as currently budgeted.

Swap Discussion The St Lucie project has 9 interest rate swap contracts. As of August 31,

2018, the market value for the St Lucie project swap contracts are ($7,642,990). The Swap Valuation Report is a snap shot of the mark-to-market values at the end of the day on August 31, 2018. The report for August is posted in the “Member Portal” section of FMPA’s website.

Investment Discussion The investments in the Projects are comprised of debt from the

government-sponsored enterprises such as the Federal Farm Credit Bank, Federal Home Loan Bank, Federal Home Loan Mortgage Corporation (Freddie Mac), and Federal National Mortgage Association (Fannie Mae), as

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well as investments in U.S. Treasuries, Commercial Paper, Municipal Bonds and Money Market Mutual Funds. Below is a graph of US Treasury yields for the past 5 years. The blue line is the 2-year Treasury which closed the month of August at 2.62%. The orange line is the 5-year Treasury which was 2.74%, and the red line is the 10-year Treasury which was 2.86%.

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17

May

-17

Aug

-17

Nov

-17

Feb-

18

May

-18

Aug

-18

US Government Treasury Securities Interest Rates 5-Year History

2-Yr Treasury Yield 5-Yr Treasury Yield 10-Yr Treasury Yield

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The weighted average yields on investments earned as of August 31, 2018 in the Projects, along with their benchmarks (SBA’s Florida Prime Fund and the 10 Year US Treasury Note), are as follows:

Recommended Motion Move approval of the Treasury Reports for August 31, 2018.

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

Augu

st-1

3

Nov

embe

r-13

Febr

uary

-14

May

-14

Augu

st-1

4

Nov

embe

r-14

Febr

uary

-15

May

-15

Augu

st-1

5

Nov

embe

r-15

Febr

uary

-16

May

-16

Augu

st-1

6

Nov

embe

r-16

Febr

uary

-17

May

-17

Augu

st-1

7

Nov

embe

r-17

Febr

uary

-18

May

-18

Augu

st-1

8

FMPA Project's Weighted Average Yields5-Year History

Agency St. Lucie Stanton Stanton II Tri -City FL Prime

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AGENDA ITEM 8 – ACTION ITEMS a. Approval of FY 2019 Goals

Board of Directors Meeting October 18, 2018

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AGENDA PACKAGE MEMORANDUM TO: Board of Directors FROM: Jacob Williams DATE: October 9, 2018 ITEM: 8a – Approval of FMPA’s 2019 Top 12 Management Goals Strategic Relevance FMPA’s Relevant Strategic Goals

1. To provide FMPA Team with FY’19 Top 12 Goals to aid in departmental and individual goals setting for FY’19.

2. To provide FMPA’s Board of Directors with a draft of monthly Top 12 Metrics for performance of the FMPA Team.

Introduction • FMPA’s annual employee performance review and

development process starts in November and is completed by mid-December. As a part of that process, FMPA-level management goals for the next fiscal year are needed to anchor the development of departmental and individual goals.

• FMPA’s management Leadership Team met over several weeks to brainstorm and prioritize the Agency-level goals cutting across all areas.

• To aid in focusing FMPA’s team, we wanted to prioritize the Top 12 Goals for us to publicly measure and report on at the monthly team meeting. The Leadership Team individually ranked their Top 12 Goals from the list.

• The 12 Goals have been shared with FMPA’s team as they start the review and development process for FY’19.

• Similarly, the Leadership Team will share the progress of the Top 12 Goals with the Board of Directors at the monthly Board and Executive Committee meetings. The goals were presented to the Board Officers at their September 12, 2019 telephonic meeting to review the General Manager and General Counsel and reviewed with the Board at the September 20, 2018 Board of Directors meeting.

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Item 8a – Approval of FMPA’s FY 2019 Top 12 Management Goals October 9, 2018 Page 2

FY 2019 Management Goals

1. Safety – Zero Lost Time Accidents 2. Compliance and Cyber Security

a. No violations that were not self-reported 1. Environmental 2. Financial 3. NERC Compliance

b. Zero cyber security breaches – Corporate IT and Plant Operations c. Phishing Simulation and Testing: Goal <10% successful phishing attempts

3. ARP average cost – Some amount below Budget on controllable plus contribution from Gas Pre-pay

a. Controllable $52.99/MWh b. Fuel/Gas $22.36/MWh c. Total $75.35/MWh

4. Large combined cycle EAF target – 88% 5. Excess Capacity Reduction Effort – reduce costs associated with 35MW of

excess capacity 6. Generation Team Fleet Resource Sharing – 35 days (7weeks X 5 days) 7. Leadership Team Member Visits – 75 Visits 8. Member Services

a. Projects with Members which FMPA’s staff provided project oversight services - 10

b. Regional training sessions for Member Operations Staff: Safety, Operations, Reliability, etc. - 13

9. Develop 2nd Low Cost Solar Project Opportunity for Members 10. Financial Transactions

a. Complete a gas pre-pay transaction if savings over $0.25 or $0.30/MMBtu b. St. Lucie Debt Restructuring (minimum NPV of 3% and/or significant risk

reduction) 11. People and Employee Retention

a. Conduct a climate survey by the end of 2018 with follow-up b. Train managers and enhance employee evaluation process such that

managers are more effective at, and held accountable for, employee development.

c. Quarterly Report to the Board from the Human Resources Director 12. Process Improvement

a. Redesign invoice payment process to eliminate duplicate entries into multiple systems

b. Better define Internal Audit scope

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Item 8a – Approval of FMPA’s FY 2019 Top 12 Management Goals October 9, 2018 Page 3

Recommended Move approval of FMPA’s FY 2019 Top 12 Management Goals. Action

JW/su

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AGENDA ITEM 8 – ACTION ITEMS b. Approval of St. Lucie Debt

Strategy Board of Directors Meeting October 18, 2018

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Board of DirectorsOctober 18, 2018

BOD 8b-Approval of St. Lucie Debt Strategy

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Background

• Total St. Lucie debt outstanding as of 10/2/2018 is $296.9M

$161.5M of this debt is auction rate debt

Swaps associated with auction rate debt have a termination value of $6.9M

• Staff has come up with a strategy to eliminate the St. Lucie Auction rate debt

• Terminating the FSA agreement, utilizing available funds and strategically selling off investments would allow staff to reduce the St. Lucie debt to approximately $135M as of 10/2/2018

• There are internal funds set aside to mitigate bullets in 2021 and 2026

• By utilizing this strategy, staff can pay off the auction rate debt, eliminate the related swaps, eliminate the need for BAML waivers for noncompliance with FSA agreement and lower debt service costs

2

Summary of St. Lucie Debt Strategy

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Getting Started

Do nothing – status quo

Refinance the debt

Cash defeasance

3

Options Considered

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Comparison of Debt Costs

Do Nothing

•$191M

Refinance the Debt

•$189M

Cash Defeasance

•$165M

4

Auction and Swap Related Debt (Principal)

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What Makes this Strategy Successful?

Reduce debt

Use internal funds set aside

Costs less when compared to other options

Eliminate Several Risks

5

Identifying Outcomes

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Eliminated Risks

Eliminate auction rate debt and the related failed auction penalty

Eliminate 9 interest rate swaps

Discontinue need for BAML waivers for non compliance with FSA (not able to meet investment grade criteria)

Deleverage by reducing debt

6

All Seen as Rating Agency Positive

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St. Lucie Debt Schedule

7

$16 $33

$12 $10 $10 $10 $10

$69 $24 $41

$181

$10 $10 $10 $10

$69

$0

$40

$80

$120

$160

$200

2019 2020 2021 2022 2023 2024 2025 2026

$Mill

ions

St. Lucie Project Annual Debt Service Before and After Proposed Redemption

Remaining Debt Service Debt Service Savings of 147

Timetable

• Action item to the Board for approvalOctober 2018

• Move investments in place to sellOct thru Nov

• Receive funds from BAML upon termination of FSANovember 2018

• Payoff auction rate bonds/terminate swapsNov/Dec 2018

• Lower debt service costsOctober 2019

8

Next steps

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Recommended Motion

9

Move approval of the St. Lucie Debt Reduction Strategy as described herein

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Questions?

10 of 147

AGENDA ITEM 8 – ACTION ITEMS c. Approval of Restarting the Pooled

Loan Program Board of Directors Meeting October 18, 2018

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Linda S. HowardOctober 18, 2018

Board 8c- Approval for Restarting the Pooled Loan Program

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Recap from Last Month

• Provided brief history of the pooled loan program

• Shared some member interest in relaunching the program

• Shared Member and Project benefits• Walked through steps to restart the program

2 of 147

Steps to Re-Launch

1. Board approval for RFP issuance2. Finance Team to review RFP responses and

recommend type of funding (commercial paper or bank loan) and bank provider(s) to the Board

3. Finance Team and bond counsel work on updating form of resolution and loan documents

4. Board approves amended and restated resolution and updated loan documents

5. Board is not needed for individual loans

3

As Discussed Last Month

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Next Steps

Request for Proposal for bank support (Letter of Credit, Direct Placement or Variable Rate Bank Loan)

Approval of Board Resolution

Make funds available to Members

4 of 147

Recommended Motion

5

Motion to approve sending out Request for Proposal for bank support (Letter of Credit, Direct Placement or Variable Rate Bank Loan) and to authorize the finance team to select proposer(s) best suited to meet FMPA’s needs

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AGENDA ITEM 8 – ACTION ITEMS d. Approval of Florida Municipal

Solar Project Charter Board of Directors Meeting October 18, 2018

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TO: FMPA Board of Directors

FROM: Susan Schumann


ITEM: 8d – FMPA Solar Project Committee Charter

FMPA Solar Project Committee Charter

The attached Charter was approved by the FMPA Solar Project Committee during their meeting on August 30, 2018; it was also presented to the FMPA Board of Directors as an information item during their September 20 meeting. The Charter must be approved by the FMPA Board of Directors for the FMPA Solar Project Committee to govern, make decisions and conduct business.

Recommended Motion

Move approval of the FMPA Solar Project Committee Charter.

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8d – FMPA Solar Project Committee Charter October 9, 2018 Page 2

FLORIDA MUNICIPAL POWER AGENCY

SOLAR PROJECT COMMITTEE CHARTER

1. Purpose

This FMPA Solar Project Committee (Committee) Charter is intended to guide the function of the Florida Municipal Power Agency’s (FMPA’s) Solar Project Committee in fulfilment of its role as established by the FMPA Board of Directors.

2. Mission

The Committee shall oversee the administration of the FMPA’s Solar Project Power Purchase Agreement from the Solar Developer and make recommendations to the FMPA Board of Directors regarding decisions provided for within that agreement.

The Committee shall oversee the administration of the Solar Power Sales Contract between FMPA and the Solar Project Participants and make recommendations to the FMPA Board of Directors regarding decisions provided for within that agreement.

The Committee shall establish an annual Solar Project budget for approval by the FMPA Board.

The Committee shall take such other actions regarding the FMPA Solar Project as delegated by the FMPA Board of Directors.

3. Authority

Except as expressly delegated by the Board of Directors, the Committee has no authority to bind FMPA or to make any decision on behalf of the FMPA Board of Directors or Executive Committee. Except as expressly delegated by the Board of Directors, the Committee serves only in an advisory capacity to the Board of Directors.

4. Organization and Term

The Committee reports to the FMPA Board of Directors and shall exist until termination of the Solar Power Sales Contracts.

5. Membership

Each Solar Project Participant will appoint a primary and alternative representative to the Committee. If a Solar Project Participant assigns its entire entitlement to another utility in

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accordance with the Solar Project Power Sales Contract, the assigning Participant shall no longer be a voting member of the Committee, while the utility receiving the assignment shall thereafter have voting representation on the Committee.

6. Meetings

Notice of the time, date, and place of each meeting will be provided to each Committee member at least 10 days prior to any meeting. Meetings of the Committee shall be called by the chairperson, by any two members of the Committee, or as otherwise regularly scheduled by the Committee. The conduct of the meetings will follow Roberts Rules of Order Newly Revised, with the chairperson running the meeting. In the absence of the chairperson, the chairperson may designate another Committee member to run the meeting. The chairperson may call an emergency meeting of the Committee whenever in the chairperson’s opinion an emergency exists or a decision to be made under the Solar Project Power Purchase Agreement or Solar Project Power Sales Contract requires immediate action by the Committee. Whenever an emergency meeting is called, the FMPA shall notify each Committee member in writing or verbally of the date, time and place of the meeting and the purpose for which it is called. FMPA shall endeavor to give as much notice as is reasonably possible under the circumstances, and in compliance with applicable law.

7. Quorum

A quorum of the Committee is necessary for the Committee to be in session and take action. Committee members may participate in any Committee meeting by means of conference telephone, video conference or other electronic communications equipment by means of which all persons attending such meeting can hear each other. During any such meeting, one of more Committee members, may, but need not, be together in one location. Participation in such a Committee meeting shall constitute presence in person at the meeting For Discretionary Term Decisions, as defined in the Power Sales Contract, a quorum requires 100% of the Committee voting members present and able to participate in the meeting in person or by electronic means, including by telephone. For budget decisions, approval of meeting minutes, and Committee business other than Discretionary Term Decisions, a quorum requires one half of the Committee voting members present and able to participate in the meeting in person or by electronic means, including by telephone.

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8. Voting

Each Committee member has one vote which he or she may cast (yea or nea) on any action coming before the Committee. An abstention shall be deemed a nea vote. For Discretionary Term Decisions, unanimous consent of the Committee members is required. For budget decisions, approval from two-thirds of all Committee members is required. For approval of meeting minutes, and Committee business other than Discretionary Term Decisions and budget decisions, an affirmative vote will result from a simple majority of the quorum present.

9. Election of Chair

The Committee members shall select a chairperson from among their membership by simple majority vote. The term of office for the Committee chairperson is two years without limit on the number of terms an officer may serve.

10. Communications

The General Manager & CEO shall assign FMPA staff members from time to time that shall serve as the staff representatives to the Committee (the "Committee Staff Representatives"). The Committee Staff Representatives shall have responsibility for coordinating the communications of the Committee and coordinating Committee meetings, including providing meeting notices to the Committee. Reports or requests from the Committee to the Board of Directors or the Executive Committee will also be coordinated by the Committee Staff Representatives.

11. Changes to Charter.

Changes to this Charter shall require unanimous consent of the Solar Project Committee.

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FMPA Board of DirectorsOctober 18, 2018

BOD 8d – FMPA Solar Project Committee Charter

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Overview of Solar Committee’s Charter

1. Purpose Govern Project

2. Mission Oversee administration of PPA

Oversee administration of the Solar Power Sales Contract

Establish annual Solar Project Budget for Board approval

3. Authority Advisory capacity to FMPA

Board of Directors

4. Organization and Term Termination of Solar Power

Sales Contracts

5. Membership Primary and Alternate Rep

6. Meetings Notice (10 days) Called by Chair, any two

members, or regularly scheduled

Roberts Rules of Order Chair or designee runs meeting

2

Highlights of Key Provisions

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Committee Charter Provisions –continued

7. Quorum Discretionary Term Decisions: 100% of members present Budget, minutes, other Committee business: majority of members present

8. Voting Discretionary: unanimous consent of all Participants Budget: two-thirds of all Participants Other: simple majority of quorum present

9. Election of Chair Selected by simple majority Two-year term; unlimited number of terms

10. Communications GM & CEO designates staff to coordinate communications, administer

meeting, submit reports to Committee

11. Changes to Charter Require unanimous consent of Committee

3

Highlights of Key Provisions

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Recommended Action

• Move approval of the FMPA Solar Project Committee Charter

4

Information Item This Month

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AGENDA ITEM 8 – ACTION ITEMS e. Approval of Easement Agreement

for an Urban Cell Phone Tower Board of Directors Meeting October 18, 2018

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TO: Board of Directors

FROM: Mike McCleary


ITEM: 8e – Approval of an Easement Agreement for an Urban Cell Phone Tower Executive Summary • A company called Eco-Site II, LLC is seeking to construct, operate and maintain

a wireless communications facility adjacent to FMPA’s Orlando office property. Eco-Site has said it is representing the cellular provider T-Mobile in this project.

• Eco-Site is requesting a 30-year easement to access and provide utilities to an urban cell tower adjacent to the southwest corner of FMPA’s property. The easement would be a path through FMPA’s public parking area (map attached).

• With appropriate safeguards in the easement agreement, this request is expected to have minimal impact on the Agency, and Eco-Site is willing to pay FMPA an amount to mitigate FMPA’s expenses related to reaching an agreement.

• In addition, Eco-Site has agreed to pay to relocate the fenced area in FMPA’s front parking lot where Agency vehicles are stored. The fenced area is proposed to be moved to the back parking lot where employees park (map attached). There is adequate parking in the back lot to accommodate this move.

• Staff recommends approval.

Explanation The South Park Property Owners Association, which serves the common interests of

all property owners within the business park where FMPA’s Orlando office is located, has tentatively agreed to allow an urban cell tower to be installed on property owned by the Association that is adjacent to FMPA’s property. FMPA’s Facilities Department has been aware of these discussions because we have a representative on the Association’s Board. The location of the tower within the industrial park has been researched, and the location next to FMPA’s property was determined to be the most desirable location.

Analysis Staff has had discussions with Eco-Site and have secured commitments related to a

number of likely concerns that include: • Be responsible for any damage to FMPA’s property • Indemnify FMPA and save harmless from all loss or injury • Pay FMPA $8,000 • Temporary construction easement terms separately defined to preserve FMPA

rights throughout the life of the agreement • FMPA has specific termination rights regarding construction scheduling

[MM1]and tower lease • Construction schedule that avoids FMPA’s meeting days

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8e – Approval of an Easement Agreement for an Urban Cell Phone Tower October 9, 2018 Page 2

• Install aesthetically appropriate fencing with landscaping so that no equipment—other than the cell tower—is visible above the fence line

• Install a camouflaged cellular tower that looks like a tree (see photo attached) • Relocate FMPA’s vehicle pen to northwest corner of FMPA’s employee parking

area (see photo attached) The tower will be placed on property that is owned by the commerce park owner’s association. Accessing through FMPA property is the most reasonable means. There are no other locations within the commerce park that are usable for this tower. Eco-Site is proposing to make lease payments to the South Park Property Owners Association for use of the land. The lease payments will benefit all property owners within the business park because this additional revenue would defray association dues payments from property owners.

Legal Review FMPA’s Office of General Counsel has been engaged on this topic and determined

that FMPA’s Board of Directors will have to consider the matter because it involves granting rights to FMPA’s real property.

The General Counsel’s office has lead negotiations on the easement agreement.

Recommended Motion Move approval of the Easement Agreement between FMPA and Eco-Site II, LLC,

and authorize FMPA’s General Manager and CEO to execute the agreement, subject to final review and approval by the office of the General Counsel.

/mm

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Sample of a camouflaged cellular tower that looks like a tree, as provided by Eco-Site II, LLC.

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Overhead image of FMPA’s office at 8553 Commodity Circle in Orlando. The area within the blue lines is an existing drainage easement, the area within the greenish-yellow lines is the access easement requested by Eco-Site, and the area within the red lines is the anticipated utility easement. The white rectangle identified as “20’ X 60’ Compound” is the proposed location for the cell phone tower and associated equipment.

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New location for vehicle pen in the northwest corner of FMPA employee parking. This will free up eight parking spaces in the front lot and take eight spaces from the rear lot. The rear lot currently has 85 spaces, so this will reduce the number to 77. FMPA’s total number of employee positions is 72.

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8e – Approval of Easement Agreement for an Urban Cell Phone Tower

FMPA Board of DirectorsOctober 18, 2018

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Eco-Site II Seeking to Install a Cell Tower

• Eco-Site II, LLC is seeking permissions to install an urban cell tower adjacent to FMPA’s Orlando office• The business park association has tentatively agreed to

allow the cell tower on its property that is adjacent to FMPA’s• Eco-Site II is seeking FMPA’s permission for an

easement to access the location• Eco-Site II has worked with FMPA to mitigate concerns

and costs• Eco-Site has said it is representing the cellular provider

T-Mobile

2

Ideal Location Adjacent to FMPA’s Property

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Eco-Site II Urban Tower

3

140-Foot Cell Tower Will Look Like a Tree

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Proposed Siting

4

Blue Existing Easement, Green & Red New Easement

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Discussed Project with Eco-Site II

• Fencing for tower approved by FMPA• Relocate FMPA’s vehicle pen• Curb cut and drive concrete/paved to access tower• Construction work to avoid FMPA meeting days• Compensation for time and inconvenience• Place facilities back to original condition• Anticipate improved cell service (T-Mobile)• Three carrier limit, Orange County ordinance

5

Secured Commitments to Common Concerns

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Relocate Vehicle Pen

6

Northwest corner of employee lot

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Key Terms in Easement Lease Agreement

7

• FMPA receive $8,000• FMPA to be held harmless• FMPA has termination rights• Fencing around tower’s base approved by FMPA• Relocate FMPA’s vehicle pen at vendor’s expense• Curb cut and drive concrete/paved to access tower• Construction work to avoid FMPA meeting days• Place facilities back to original condition• Separate section for temporary construction easement

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Approval by FMPA Board Required

• FMPA’s Office of General Counsel has been involved in the discussions with Eco-Site and is supportive

• FMPA Board approval required because it involves granting rights to FMPA’s real property

• The General Counsel’s office has lead negotiations on the easement agreement

8

FMPA’s General Counsel Supportive

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Recommended Motion

9

• Move approval of the Easement Agreement between FMPA and Eco-Site II, LLC, and authorize FMPA’s General Manager and CEO to execute the agreement, subject to final review and approval by the office of the General Counsel.

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AGENDA ITEM 8 – ACTION ITEMS f. Approval of Tallahassee

Becoming a Member of FMPA Board of Directors Meeting October 18, 2018

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AGENDA PACKAGE MEMORANDUM TO: FMPA Board of Directors

FROM: Jacob Williams, General Manager and CEO Jody Lamar Finklea, General Counsel and CLO


ITEM: 8f — Approval of Tallahassee Becoming a Member of FMPA

Introduction FMPA has met with the City of Tallahassee on several occasions in the past

about becoming a Member of FMPA. On October 4, the General Manager and General Counsel again met with Tallahassee to encourage them to become Members of FMPA. The General Manager – Electric for the City of Tallahassee signed the Interlocal Agreement Creating Florida Municipal Power Agency (the Interlocal Agreement) to become an FMPA member on October 8, 2018. Attached is Tallahassee’s signed copy of the Interlocal Agreement.

Discussion Article VI, section 8 of the Interlocal Agreement provides that the Board of

Directors must approve any new members of FMPA and may establish conditions precedent to membership.

The Board of Directors’ voting schedule, schedule A to the Interlocal

Agreement, will be amended to add Tallahassee. This new schedule A is shown on the attachment.

__________________________________________________________________ Recommendation It is the recommendation of staff and legal counsel to approve the City of

Tallahassee’s membership in FMPA. __________________________________________________________________ Requested Action Move approval of the City of Tallahassee, Florida becoming a member of

FMPA and authorize staff and legal counsel to take further actions as necessary to effectuate Tallahassee’s membership, including filing of the Interlocal Agreement with the clerk of court and making revisions to schedule A, the Board of Directors voting schedule.

JAW:JLF/jlf/su

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SCHEDULE A

FLORIDA MUNICIPAL POWER AGENCY BOARD OF DIRECTORS VOTING SCHEDULE

Member System Project Participation Votes

Alachua SL 1.5 Bartow 1 Blountstown 1 Bushnell ARP 2 Chattahoochee 1 Clewiston ARP and SL 2 Fort Meade ARP and SL 2

Fort Pierce ARP, ST, ST2, SL, and TC 2

Gainesville 1 Green Cove Springs ARP and SL 2 Havana ARP 2 Homestead ST, ST2, SL, and TC 1.5 Jacksonville Beach ARP and SL 2 Key West ARP, ST2, and TC 2 Kissimmee ARP, ST, ST2, and SL 2 Lakeland 1 Lake Worth ARP, ST, and SL 2 Leesburg ARP and SL 2 Moore Haven SL 1.5 Mount Dora 1 New Smyrna Beach SL 1.5 Newberry ARP and SL 2 Ocala ARP 2 OUC 1 Quincy 1 St. Cloud ST2 1.5 Starke ARP, ST, ST2, and SL 2 Tallahassee 1 Vero Beach ARP, ST, ST2, and SL 2 Wachula 1 Williston 1 Winter Park 1 TOTAL 49.5 Quorum to Conduct Business 25 Project Designations: ARP – All-Requirements Power Supply Project ST – Stanton Project ST2 – Stanton II Project SL – St. Lucie Project TC – Tri-City Project

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AGENDA ITEM 8 – ACTION ITEMS g. Approval of Resolution 2018-B14

– Short-Term Hurricane-Related Financial Support


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October 18, 2018

BOD 8g/EC 8c - Short-Term Hurricane Related Financial Support

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Need for Support

• Category 4 storm (2 mph short of CAT5 status) hit without much warning Strongest hurricane (wind speed) to make landfall in the U.S.

since Andrew (1992) First major hurricane to strike the Florida panhandle in

recorded weather history (since 1851)

• Extensive damage to several smaller member cities• Immediate cash is needed for mutual aid assistance and

other storm recovery costs• Short-term loans will be replaced with long-term

funding source(s)

2

Hurricane Michael

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Member Loans

Development Fund

(up to $3M)

ARP Renewal &

Replacement (R&R) Account

(up to $3M)

Self Funded Loan Fund

from Development

Fund

3

From Development Fund

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Documentation Board of Directors

4

• Resolution 2018-B14 Authorizes loans to be made from the Development Fund, where

there is no current need for those monies Provides that loans have to be repaid in 1 year Caps total amount available of $6 million:

• $3 million on hand in Development Fund• $3 million from ARP General Reserve transfer

No more than half of the available $6 million can be borrowed by a single member

Initial loans are to be made upon receipt of a promissory note, with formal loan agreement to follow within 3 months

GM, CFO and GC are authorized officers and can sign-off on loans

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Documentation Executive Committee

• Resolution 2018-EC6 Amends ARP budget to reduce minimum R&R funding from $10 million to

$7 million

Provides for $3 million of R&R fund to be transferred to the ARP General Reserve fund

Provides for $3 million to be transferred to Agency Development Fund to prepay costs of development efforts for the ARP, but those transferred monies can be used to make loans in the short-term

Authorizes loans from Development Fund with ARP money if there is no present ARP-related need

Requires repayment of loans within 1 year

Minimum interest rate for loans must be no less than average interest earning in R&R account for previous 12 months

CEO, CFO and GC are authorized officers and can sign-off on loans

5 of 147

DocumentationPromissory Note

Exhibit A to Executive Committee and Board resolutions

Establishes principal amount and interest rate of each loan

Binding commitment of Member

Monies can be disbursed by FMPA upon receipt of signed Promissory Note

For Mutual Aid Assistance and other storm recovery costs

Bridge to formal loan agreement with all terms and conditions

Loan amount can be paid to each Member or directly to vendors/mutual aid providers by FMPA

Each Member’s security for repayment of the Note is utility revenues

Member can prepay without penalty

6 of 147

Recommended Motion

7

• Board

Move approval of Resolution 2018-B14

• EC

Move approval Resolution 2018-EC6

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8

Discussion

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4849-8368-9592.3

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Resolution 2018-B14 FMPA Board of Directors

October 18, 2018

RESOLUTION OF THE BOARD OF DIRECTORS OF THE FLORIDA MUNICIPAL POWER AGENCY (THE “AGENCY”): (I) AUTHORIZING THE USE OF THE AMOUNTS IN THE AGENCY DEVELOPMENT FUND TO PROVIDE FUNDING FOR THE PAYMENT OF DEVELOPMENT COSTS AND TO PROVIDE FOR THE INVESTMENT OR USE OF SUCH AMOUNTS TO MAKE BRIDGE LOANS TO MEMBER CITIES FOR REPAIRS TO THEIR UTILITY SYSTEMS CAUSED BY HURRICANE MICHAEL, SUBJECT TO CERTAIN TERMS AND CONDITIONS, IF SUCH AMOUNTS ARE NOT EXPECTED TO BE NEEDED TO PAY DEVELOPMENT COSTS IN THE NEXT SUCCEEDING TWELVE MONTHS; (II) DELEGATING TO AUTHORIZED OFFICERS THE ABILITY TO DETERMINE THE TERMS AND CONDITIONS OF SUCH LOANS; (III) ESTABLISHING THE AUTHORIZED OFFICERS AUTHORIZED TO EFFECT ACTIONS UNDER THIS RESOLUTION; (IV) AUTHORIZING THE REIMBURSEMENT OF EXPENDITURES; AND (V) PROVIDING FOR SEVERABILITY; AND (VI) PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, on Wednesday, October 10, 2018, Hurricane Michael made landfall in the Florida Panhandle as a Category Four hurricane with sustained winds of 155 miles per hour and a storm surge in excess of 12 feet and several of the member cities of Florida Municipal Power Agency (the “Agency” or “FMPA”) were directly impacted by Hurricane Michael sustaining significant damage and, in places, absolute destruction of their electric and other utility systems; WHEREAS, the member cities impacted by Hurricane Michael, including, without limitation, the Town of Havana, the City of Chattahoochee, the City of Blountstown and the City of Quincy (the “Affected Members”) are in immediate need of funds to pay for the costs of major renewals, repairs and replacements of their electric or other utility systems as a result of the damage and losses caused by Hurricane Michael; WHEREAS, the Agency has established an “Agency Development Fund” for the purpose of advancing funds for the payment of development costs for the Agency and its projects, including the planning and development of new projects, and there are amounts on deposit in the Agency Development Fund from fees of members of the Agency (“Agency Fees”) and an amount equal to $3,000,000 representing excess amounts (“Excess Reserve Amounts”) transferred to the Agency Development Fund from the General Reserve Fund (“General Reserve Fund”) established under the Agency’s All-Requirements Power Supply Project Revenue Bond Resolution adopted by the Agency on March 22, 1985, and

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amended and restated in its entirety on May 23, 2003, as previously supplemented and amended (the “ARP Bond Resolution”) to provide for the payment in advance of Development Costs (as defined in the ARP Bond Resolution) related to the planning and development of renewals, replacements, repairs, additions, betterments, enlargements or improvements to the All-Requirements Power Supply Project’s System (as defined in the ARP Bond Resolution), including any costs related to the planning and development of a project or transaction to finance a prepayment for gas and/or energy.

WHEREAS, pursuant to this Resolution 2018-B14 (this “Resolution”), the Board of Directors of the Agency desires to provide financial assistance to such Affected Members by providing that monies on deposit in the Agency Development Fund and not reasonably expected to be needed within the next succeeding twelve months to pay development costs may be used to make short-term loans to Affected Members to be used by such Affected Members to pay costs of repairing, restoring, rebuilding and revitalizing the Affected Member’s utility system(s) (the “Utility System”) due to damage from Hurricane Michael, including to pay for mutual aid assistance, which constitutes a project for which FMPA is permitted to make loans to the Affected Members pursuant to Chapter 163, Part I, Florida Statutes, as amended, Chapter 166, Part II, Florida Statutes, as amended, Chapter 361, Part II, Florida Statutes, as amended, and the Interlocal Agreement Creating the Florida Municipal Power Agency, as amended and supplemented (the “Act”);

WHEREAS, the Board of Directors desires to delegate the authority to establish the

terms and conditions of such Loans to certain officers of the Agency and to establish certain parameters for the making of such Loans;

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FLORIDA

MUNICIPAL POWER AGENCY THAT:

SECTION I. Application of Agency Fees in the Agency Development Fund. 1. The Agency is hereby authorized to use the amounts on deposit in the Agency Development Fund which amounts constitute Agency Fees for the payment of costs related to the planning and development of renewals, replacements, repairs, additions, betterments, enlargements or improvements to any existing project of FMPA or planning and development of any new project.

2. Monies constituting Agency Fees held in the Agency Development Fund,

prior to, and if determined to not be needed for, the payment of costs within the next succeeding twelve months, may be used by the Agency to make Loans to Affected Members of the Agency to pay for the costs of repairing, restoring, rebuilding and revitalizing the Affected Member’s Utility System due to damage from Hurricane Michael.

3. Monies constituting Agency Fees may be invested in Investment Securities

(as defined in the ARP Bond Resolution) which mature not later than such times as shall be necessary to provide monies when needed for payments to be made from such Fund. Interest

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earned on the investment of such Agency Fees in the Agency Development Fund, including any interest earned on any Loan authorized pursuant to this Resolution, shall be credited to the Agency Development Fund and shall be added to the amount of Agency Fees on deposit in the Agency Development Fund.

SECTION II. Application of Excess Reserve Amounts in the Agency Development

Fund. 1. The Agency is hereby authorized to use the amounts on deposit in the Agency Development Fund which amounts constitute Excess Reserve Amounts transferred to the Agency Development Fund from the General Reserve Fund for the All-Requirements Power Supply Project for the payment of Development Costs (as defined in the ARP Bond Resolution). The date of the transfer of such Excess Reserve Amounts is referred to herein as the “Transfer Date.”

2. Monies held in the Agency Development Fund constituting Excess Reserve

Amounts shall be invested and reinvested by FMPA to the fullest extent practicable in Investment Securities (as defined in the ARP Bond Resolution), which mature not later than such times as shall be necessary to provide monies when needed for payments to be made from such Fund. All interest earned from the investment or lending of the Excess Reserve Amount shall be separately accounted for by the Agency and all interest earnings on the Excess Reserve Amount shall be transferred to the General Reserve Fund on October 1 in each year and on the first anniversary of the date such Excess Reserve Amounts were transferred to the Agency Development Fund.

3. Monies constituting Excess Reserve Amounts held in the Agency

Development Fund, prior to, and if determined to be not needed for, the payment of Development Costs within the next succeeding twelve months, may be used by the Agency to make Loans to Affected Members of the Agency to pay for the costs of repairing, restoring, rebuilding and revitalizing the Affected Member’s Utility System due to damage from Hurricane Michael.

4. Monies constituting Excess Reserve Amounts held in the Agency

Development Fund and not applied to the payment of Development Costs of the All-Requirements Power Supply Project shall be withdrawn from the Agency Development Fund and transferred to the General Reserve Fund on the first anniversary of the Transfer Date.

SECTION III. Loans from Agency Development Fund. 1. Each Loan to an Affected Member pursuant to this Resolution shall be based

upon demonstrated need, including mutual aid assistance costs, but no single Affected Member may receive a Loan in an aggregate principal amount that is more than half of the total amount authorized to be loaned from available funds in the Agency Development Fund.

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2. The Agency hereby delegates to the Authorized Officers (as hereinafter defined) the authority to make Loans from amounts on deposit in the Agency Development Fund if such amounts are not reasonable expected to be needed for the payment of Development Costs in the next succeeding twelve months and are otherwise available for the making of Loans, and to determine the terms and conditions of such Loans, including, without limitation, whether and when to enter into each Loan, the aggregate principal amount of each Loan, the security and source of payment for such Loan, various matters relating to the making of each Loan, including the interest rate or rates, maturity date, principal amount, provisions as to prepayment, events of default, remedies upon the occurrence of an event of default, use of the proceeds of each Loan, determination of amount, if any, of a reserve requirement for each Loan, the timing and amount of disbursements of the proceeds of such Loan, and such other matters as may be required in connection with the making of each Loan; provided, however, that in no event shall (i) the aggregate principal amount of all Loans made from the Agency Development Fund exceed $6,000,000; (ii) the interest rate on each Loan be less than the average interest earnings on the investments in the R&R Account for the prior twelve month period; and (iii) the initial maturity date of each Loan be longer than six months, which maturity date may, at the option of the Agency in its sole discretion, be extended to a date not later than the one year anniversary of the Transfer Date.

3. In order for the Agency to provide immediate financial assistance to the

Affected Members, the obligation of each Affected Member to repay the Agency for such Loan shall be evidenced initially by a promissory note of such Affected Member in substantially the form attached hereto as Exhibit A with such changes as are determined by the Authorized Officers to be necessary or appropriate. The Agency will within three months of the execution of the Promissory Note enter into a more definitive loan agreement with each Affected Member, which loan agreement shall contain such representations and warranties, covenants, events of default and remedies as are necessary or desired by the Agency and customary for loans of such type and with such terms and conditions as may be required for the Agency to secure long-term financing for such Loans.

4. Prior to or at time of the funding of each Loan or such other time as the

Authorized Officers may otherwise agree, the Agency shall receive (i) an executed original of the Promissory Note from the Affected Member receiving the Loan; (ii) evidence satisfactory to the Agency of the costs of repairing, restoring, rebuilding and revitalizing the Affected Member’s Utility System to be financed or refinanced are reasonable as requested by the Authorized Officers; (iii) resolutions authorizing or ratifying the entering into of such Loan, (iv) an opinion of the Affected Member’s legal counsel; and (v) such other certificates, documents, opinions and information as the Authorized Officers may reasonably require.

SECTION IV. Authorized Officers; Further Actions.

1. The General Manager and Chief Executive Officer, the Chief Financial Officer (“CFO”) and) the General Counsel and Chief Legal Officer of the Agency, are each hereby designated as “Authorized Officers” (the “Authorized Officers”) for the purposes

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of executing and delivering the Promissory Notes, Loan Agreements and taking any other actions authorized by this Resolution and in connection with the making of Loans under this Resolution.

2. Each Authorized Officer designated hereunder is hereby authorized and

empowered to take all further actions as may be necessary or desirable in carrying out the terms and provisions of this Resolution and each of the documents referred to herein.

3. Each of the Authorized Officers shall approve and evidence his or her

approval of the actions delegated to him or her under this Resolution by execution of a written certificate delivered at the time of the initial funding of each Loan, except that, for purposes of administrative efficiency, the Authorized Officers may agree in a written certificate that the CFO has the authority to act on behalf of all three Authorized Officers, who are in agreement on any matter delegated to such Authorized Officers under this Resolution, and any such documentation of the CFO acting on behalf of the Authorized Officers shall evidence such determinations.

4. In the event that the Authorized Officers exercise the authority delegated to

them pursuant to this Resolution and make a Loan, a report describing the exercise of such delegated authority shall be delivered at the next regularly scheduled meeting of the Board of Directors of FMPA.

SECTION V. Reimbursement of Expenditures.

1. The costs of repairing, restoring, rebuilding and revitalizing each Affected Member’s Utility System due to damage from Hurricane Michael which constitute capital improvements and are expected to be financed with commercial paper notes, loans, or other debt obligations may initially be paid with other temporarily available funds of the Agency or the All-Requirements Power Supply Project, respectively, pending issuance of such commercial paper notes, loans or other debt; it is the expectation of the Agency that such expended amounts will be reimbursed when the proceeds of such debt become available, that the maximum principal amount of debt issued for such purposes will also include the amount necessary to fund associated issuance costs, debt reserve funds, capitalized interest and similar items customarily included in a debt financing of such capital expenditures, and it is the Agency's intention that this Section V be treated as a statement of the Agency's “official intent” within the meaning of IRS regulations Section 1.150-2. While this is the current intention of the Agency, it does not in any way obligate it to proceed with tax-exempt financing for any such expenditures, or to reimburse itself from the proceeds of any such commercial paper note, loan or debt financing or financings which may be undertaken, in the event that the Agency later determines that such action is not in its best interest. In addition, in the event that it becomes apparent during Fiscal Year 2019 that the actual costs of capital improvements for Hurricane Michael Relief for Fiscal year 2019 may or will exceed the amount set forth in this Resolution as the Excess Reserve Amount and the Agency determines that the amount expected to be financed with commercial paper notes,

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loans or other debt obligations will exceed the maximum principal amount described herein, a further statement of “official intent” under applicable federal income tax regulations may be subsequently adopted by the Authorized Officers (as set forth further in this Section V) in a timely manner in order to preserve the ability to reimburse such excess from the proceeds of additional commercial paper notes, loans or debt obligations.

2. The expenditures in connection with the capital improvements to be

reimbursed pursuant to this Resolution 2018-B14 have been incurred and paid not more than 60 days prior to the date hereof or will be incurred and paid after the date hereof in connection with the capital improvements.

SECTION VI. Severability. If one or more provisions of this Resolution should be

determined by a court of competent jurisdiction to be contrary to law, such provisions shall be deemed to be severable from the remaining provisions hereof, and shall in no way affect the validity or enforceability of such remaining provisions

SECTION VII. Effective Date. This resolution shall take effect immediately

upon its adoption.

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This Resolution 2018-B14 is hereby approved and adopted by the Board of Directors

of the Florida Municipal Power Agency on October 18, 2018. _________________________________ Chairman of the Board of Directors

I HEREBY CERTIFY that on October 18, 2018, the above Resolution 2018-B14 was approved and adopted by the Board of Directors of the Florida Municipal Power Agency, and that this is a true and conformed copy of Resolution 2018-B14.

ATTEST: _______________________________ (SEAL) Secretary or Assistant Secretary

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A-1

EXHIBIT A

FORM OF PROMISSORY NOTE

$___________ _________, 2018

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, the [NAME OF MEMBER], the (“Borrower”), hereby promises to pay to the order of Florida Municipal Power Agency (“FMPA”), on _________, 20__ (the “Maturity Date”), the principal amount of [________________Dollars], ($__________) (the “Principal Amount”), together with interest on the unpaid principal amount hereof from the date of the issuance and delivery of this Promissory Note (the “Promissory Note”) set forth above until the Borrower’s obligation with respect to the payment of such Principal Amount shall be discharged, at a rate of interest equal to ____ percent (__%) (the “Interest Rate”) per annum calculated on the basis of a year consisting of 365 days, payable [monthly in arrears on the first Business Day of each month and upon the earlier of the Maturity Date or such earlier date on which this Promissory Note is paid in full] [semi-annually] [in full on the Maturity Date]1 (each, an “Interest Payment Date”). FMPA may, at its option, extend the Maturity Date on such terms and conditions as determined by FMPA in its sole discretion. All such payments shall be made in funds which shall be immediately available on the due date of such payments and in lawful money of the United States of America and shall be paid at the designated office of [FMPA at 8553 Commodity Circle, Orlando, Florida 32819] [Sun Trust Bank, 200 S. Orange Avenue, Orlando, Florida 32801].

This Promissory Note is issued pursuant to a resolution of the Board of FMPA adopted on October 18, 2018 (the “Resolution”) authorizing FMPA to make short-term loans to members of FMPA (the “Members”) from amounts on deposit in FMPA’s Development Fund to be used by such Members to pay costs2 of repairing, restoring, rebuilding and revitalizing the Borrower’s utility system(s) (the “Utility System”) due to damage from Hurricane Michael, which constitutes a project for which FMPA is permitted to make loans to the Borrower pursuant to Chapter 163, Part I, Florida Statutes, as amended, Chapter 166, Part II, Florida Statutes, as amended, Chapter 361, Part II, Florida Statutes, as amended, and the Interlocal Agreement Creating the Florida Municipal Power Agency, as amended and supplemented (the “Act”). Each Loan to a Member shall be made upon the approval of FMPA’s General Manager and CEO, Chief Financial Officer, and General Counsel and CLO, subject to their consideration of each Member’s and other Members’ needs, allocation of available amounts, and such other factors and with such terms and conditions as they determine are necessary and appropriate to carry out the intent of the Resolution.

This Promissory Note is issued in consideration of the advance of monies made by FMPA from its Development Fund (the “Loan”) to the Borrower and to evidence the obligations of the

1 To be determined by Borrower, subject to approval by FMPA. 2 Use of proceeds will need to be reviewed for ability to determine whether the long-term financing may be done on

a tax-exempt or taxable basis.

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Borrower to repay such Loan. The Borrower hereby acknowledges and agrees that it shall (i) execute a Loan Agreement with FMPA containing such representations and warranties, covenants (including, without limitation, covenants as to rates, maintenance of Utility System, use of proceeds), events of default (including, without limitation, breach of any covenant or agreement, voluntary or involuntary bankruptcy, insolvency) and remedies (such as acceleration or default interest rate) as are customary or considered necessary or appropriate in order to secure long-term financing for the Loan, and (ii) deliver such further resolutions, conveyances, transfers, assurances, financing statements and other instruments as may be necessary or desirable for better assuring, conveying, granting, assigning and confirming the rights, security interests and agreements granted or intended to be granted by this Promissory Note.

Disbursements of the proceeds of the Loan shall be made by FMPA to the Borrower, its designee or to FMPA for direct payment to Borrower’s payee, which disbursements shall be noted by FMPA on the Disbursements and Payments Grid annexed to this Promissory Note and all payments, of principal on this Promissory Note shall be made to FMPA and be noted by FMPA on the Disbursements and Payments Grid annexed hereto; provided, however, that any failure by FMPA to make any such notation shall not affect in any respect the Borrower’s obligations hereunder. The Borrower hereby acknowledges that the proceeds of this Loan will be used to pay for costs of repairing, restoring, rebuilding and revitalizing the Borrower’s Utility System due to damage from Hurricane Michael and also acknowledges that FMPA reserves the right at any reasonable time to request from the Borrower copies of or schedules of bills or invoices (stamped “paid” if paid prior to such disbursement and reimbursement is to be made to the Borrower) or other evidence reasonably satisfactory to FMPA supporting the use of the proceeds of any disbursement.

This Promissory Note is a, special obligation of the Borrower payable from the sources set forth herein and neither the full faith and credit nor the taxing power. of the Borrower is pledged to the payment of this Promissory Note.

This principal of and interest on this Promissory Note is payable solely from (i) the proceeds of notes or other evidence of indebtedness or other amounts that the Borrower in its discretion elects to apply to such payments and (ii) revenues or other receipts of the Utility System that are [junior and subordinated in all respects to certain payments and obligations incurred as specified in the Borrower’s [describe bonds of the Borrower] under its [describe resolution] (the “Utility System Resolution”) as to source and security for payment from revenues, receipts or other available moneys of the Borrower’s Utility System.] The Borrower agrees to make all payments of principal and interest (“Loan Repayments”) and any other payments required hereunder as and when required hereunder, such as administrative or other fees or costs of FMPA (“Required Payments”) and, if not previously paid, to pay all Loan Repayments and all Required Payments due and owing on the Maturity Date. FMPA may also require as a part of this Promissory Note additional security or sources of payment requirements for a Borrower, based upon credit rating, payment history, or other factors, in the sole discretion of FMPA.

The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional without any defense or right of set off, counterclaim or recoupment by reason of any default by, FMPA or under any other agreement between the Borrower and FMPA or out

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of any indebtedness or liability at any time owing to the Borrower by FMPA or for any other reason.

The Borrower may prepay this Promissory Note, in whole or in part, at any time upon payment by the Borrower to FMPA of the Principal Amount to be repaid, plus the interest to accrue on such amount to the date of such prepayment. Prepayments shall be applied first to accrued interest on the portion of this Promissory Note to be prepaid and then to principal payments on this Promissory Note in inverse order of their maturity.

If the Borrower fails to pay any Loan Repayment required to be paid hereunder when due, which failure shall continue until the last day of the month in which such Loan Repayment was due (an “Event of Default”), then FMPA shall give the Borrower written notice of such Event of Default and FMPA shall have the right, but not the obligation, to take one or more of the following remedial steps: (i) declare all Loan Repayments and all other amounts due hereunder, to be immediately due and payable, and upon notice to the Borrower the same shall become immediately due and payable by the Borrower without further notice or demand; and (ii) take whatever other action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce the performance and observance of any obligation, agreement or covenant of the Borrower hereunder. So long as an Event of Default has occurred and is continuing, the Borrower shall pay interest on the unpaid amount of such Loan from and including the date of the occurrence of the Event of Default until the earlier of (i) the date on which such Event of Default shall have been cured and (ii) the date of payment in full of such Loan, at a rate per annum equal to Interest Rate plus [______] % (the “Default Rate”).

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to conflicts of law principles thereof. Venue for any action at law or in equity related to this Promissory Note shall be in Leon County, Florida.

Presentation, demand, protest and notice of dishonor are hereby expressly waived by the Borrower.

The Borrower hereby promises to pay costs of collection and attorneys’ fees in case of a default on this Promissory Note. All costs incurred by FMPA, including its costs and expenses of in-house and outside legal counsel, and FMPA staff time and any costs and expenses of FMPA otherwise incurred as a result of an Event of Default shall be payable in full by Borrower.

The Borrower hereby approves and consents to any assignment or transfer of this Promissory Note that FMPA deems to be necessary in connection with any refinancing of the Loan or otherwise in connection with the pooled loan program of FMPA.

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IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly executed, sealed and delivered, as of this ___ day of [Month], 2018.

[NAME OF BORROWER]

(SEAL) By: ____________________________________

Name: Title:

ATTEST: By:_________________________________ Name: Title:

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APPENDIX A to the Promissory Note

DISBURSEMENT AND PAYMENT GRID

Original Principal Amount $__________________ [Original Deposit to [_____] Account $__________________]

Date of Disbursement or Payment

Disbursement from

Development Fund

Principal Amount Repaid

Principal Amount

Outstanding

Authorized Officer

Signature

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AGENDA ITEM 9 – INFORMATION ITEMS

a. Employee Handbook Procedure Changes


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BOD 9a – Employee HandbookProcedure Changes

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Human Resource Policy

• Personnel Management

• Paid Time Off

• Health and Wellness

• Retiree Benefits

• Retirement Plans

• Other Benefits

• Compensation Plan

• Training and Development

• Employment

• Succession Planning

• FMPA Office

• Safety

• Public Purpose

• Per Diem and TravelExpense Policy

2

Board approved in May 2018

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Handbook Committee

3

Human Resources and Six Staff

Brandon McCormickRegulatory Compliance

Ed NunezTreasury

Michelle PisarriPower Resources

Sharon SmeenkMember Services

Tim Jackson Operations

Liyuan WoernerAudit

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FMPA Demographics

4

Generations

5%

19%

43%

31%

2%

Millennial

Gen X

Baby Boomers

Gen zSilent Gen

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Procedure Changes

Safety and Security

Cell Phone

Computer Loan

Business Casual Dress Code Media Inquiries

Smoking

Technical/ Professional organization and Memberships

Training / Conferences Attendance

Tuition Reimbursement

Agency Vehicle Use

Safe Driving

FMLA (Family Medical Leave Act)

Work – Life Integration

5

Thirteen updates to procedures

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Cell Phone Procedures

6

Three Options

OPTION 1 Expected to be on call and available consistently outside of normal business hours

$50 allowance per pay period

Option 2Expected to be available frequently outside of normal business hours

$25 allowance per pay period

Option 3Expected to be on call and available consistently outside of normal business hours

FMPA Provides Cell Phone

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Work – Life Integration

7

Working from home

Work remotely

Provide Technology

Flex time of 147

Technical/ Professional Organization Memberships

Technical Organizations

Voluntary Professional

Organizations

Certifications Continuing Education Credits

8

Increased limits

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Training/ Conferences Attendance

9

Added Leadership training

Specific line item in budget for leadership training

Increase soft skills training

Managers Approve

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FMLA

• Employees must use PTO while on FMLA leave

• If employee qualifies for short-term disability pay or workers compensation, they will not be required to use PTO during the qualifying period

• Once vacation and sick/personal time is exhausted, FMLA leave will be without pay

10

Family Medical Leave Act

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Agency Vehicle Use & Safe Driving

11

Agency Vehicles are to be used for business purposes only

Safe Driving Hands free devices

provided

No texting and driving

Safe driving awarness

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Procedure Changes

Safety and Security –updated and added to strategic goals

Computer Loan – Increased limits

Business Casual Dress –updated language

Tuition Reimbursement –updated language

Media Inquiries – updated language

Smoking – added vapes

12

Minor changes

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Next steps for next year

• Benefits

• Compensation Policy

• Employment Procedures

• Performance Evaluation Process

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AGENDA ITEM 9 – INFORMATION ITEMS b. Committee Structure Discussion Board of Directors Meeting October 18, 2018

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BOD 9b-Committee Structure Discussion

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Background

• Board

• Executive Committee

• Policy Makers Liaisons Committee

• Audit Risk Oversight Committee (AROC)- with participants

• Business Planning and Budget Committee – with participants

2

List of Current Committees

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Common Functions

3

• Each committee

Designated members

Selection process

Set terms of service

Objectives

Reporting structures

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Proposed Idea

• Common structure to many of the FMPA members

• Combine functions of the AROC and Business Planning and Budget Committees

• Set terms of service similar to our existing committees

• Recommend 7 to 11 members with financial background and expertise

• Meet quarterly or as needed based on criticality of business decisions

• Allow a few months transition time for changes if/as agreed upon

4

Creating a Finance Committee

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Specific Types of Information

• There are several types of financial data that the finance committee would be responsible for including the following:

Budget

Financial transactions

End of Year results

Major audits

Risk review

5

Under Finance Committee Review

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Discussion/Questions?

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AGENDA ITEM 10 – MEMBER COMMENTS Board of Directors Meeting October 18, 2018

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AGENDA ITEM 11 – ADJOURNMENT Board of Directors Meeting October 18, 2018

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