METROPOLITAN UTILITIES DISTRICT Special Meeting 9:00 a.m.

November 19, 2012

AGENDA

1. 2. 3. 4. 5. CONSTRUCTION & OPERATIONS JUDICIARY & LEGISLATIVE PERSONNEL INSURANCE AND PENSIONS BOARD

Roll Call Open Meetings Act Notice Pledge of Allegiance Approval of Minutes - Regular Board Meeting, November 7, 2012 President’s Report

6. Capital Expenditures for Approval 7. Bids on Materials and Contracts 8. Acceptance of Contracts and Payment of Final Estimates 9. 2013 First Legislative Report

10. Promotional Increases 11. SPA Salary and President’s Compensation 12. Renewal of LNG/Propane Caverns Insurance 13. Renewal of Construction Equipment Insurance

14. 15. 16. 17.

Regular Board Meeting and Public Hearing, December 5, 2012 Other Matters of District Business for Discussion Hearing on Employee Recommended Termination (CLOSED SESSION) Collective Bargaining Strategy Session/Litigation (CLOSED SESSION)

Approved by the Board December 5, 2012

METROPOLITAN UTILITIES DISTRICT Minutes of Special Board Meeting November 19, 2012 The Board of Directors of the Metropolitan Utilities District of Omaha met in the Board Room of the Headquarters Building at 1723 Harney Street in Special session at 9:00 a.m. on November 19, 2012. Advance notice of the meeting was posted on the first floor of the Headquarters Building from November 7, 2012 to November 19, 2012. Notice of the meeting was published in the Omaha World-Herald on November 11, 2012. The agenda of the meeting was available for public inspection at the office of the Secretary and President and copies were delivered to Board Members by November 15, 2012. AGENDA NO. 1 ROLL CALL Chairperson McGowan called the meeting to order at 9:00 a.m. On a roll call vote, the following members were present: Jack Frost Steve Patterson Amy Lindsay Tim Cavanaugh Mike McGowan Tom Dowd Dave Friend Doug Clark, Secretary Also present were various members of the staff, as well as representatives from IBEW #1521, newly-elected Board Member Jim Begley and other members of the public. AGENDA NO. 2 OPEN MEETINGS ACT NOTICE Chairperson McGowan advised those in attendance that a copy of the Open Meetings Act was posted in the rear of the Board Room. AGENDA NO. 3 PLEDGE OF ALLEGIANCE Chairperson McGowan welcomed those who cared to participate to stand and recite the Pledge of Allegiance.

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AGENDA NO. 4 APPROVAL OF MINUTES FOR REGULAR BOARD MEETING – NOVEMBER 7, 2012 Mr. Cavanaugh moved for approval of the minutes of the Regular Board Meeting held November 7, 2012. Seconded by Mr. Patterson and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136926 AGENDA NO. 5 PRESIDENT’S REPORT In consideration of the short timeline between Board Meetings, Mr. Clark did not have monthly statistics to report and instead, allocated the time to individually recognize the efforts of District employees under the leadership of Masa Niiya, who were directly involved in making the United Way fund drive a very successful effort, raising a total of more than $75,000. Chairperson McGowan took the opportunity to publicly recognize the District’s efforts led by Senior Vice President Debra Schneider, in its recent accomplishment regarding the water bond issuance at an overall interest rate of 2.8%. AGENDA NO. 6 CAPITAL EXPENDITURES FOR APPROVAL Mr. Frost moved for approval of the Capital Expenditures as outlined in Mr. Keep’s letter dated November 13, 2012. Seconded by Mrs. Lindsay and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136927 AGENDA NO. 7 BIDS ON MATERIALS AND CONTRACTS Mr. Frost moved for approval of Mr. Goodwin’s letter dated November 13, 2012. Seconded by Mr. Cavanaugh and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136928

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AGENDA NO. 8 ACCEPTANCE OF CONTRACTS AND PAYMENT OF FINAL ESTIMATES Mr. Frost moved for approval of the Acceptance of Contracts and Payment of Final Estimates as outlined in Mr. Keep’s letter dated November 13, 2012. Seconded by Mrs. Lindsay and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136929 AGENDA NO. 9 2013 FIRST LEGISLATIVE REPORT Mr. Dowd moved for approval of the statutory changes recommended in the Legislative Report as outlined in Mr. Crouchley’s letter of November 14, 2012, with the exception of Section 14-2110. Mr. Dowd requested that the motion to approve apply only to the first part of the proposed revised section, but that the second portion of that revised section regarding the hearing on matters related to discharge be eliminated. Seconded by Mr. Cavanaugh and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136930 AGENDA NO. 10 PROMOTIONAL INCREASES Mrs. Lindsay moved for the approval of the promotional increases as outlined in Mr. Freemel’s letter dated November 12, 2012. Seconded by Mr. Friend and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend, Voting No: None MINUTES FILE DOCUMENT 136931 AGENDA NO. 11 SPA SALARY COMPENSATION PROPOSAL AND PRESIDENT’S COMPENSATION Mrs. Lindsay moved for approval of the SPA Salary Compensation Proposal as outlined in Mr. Freemel’s letter dated November 14, 2012. Seconded by Mr. Cavanaugh. Mr. Patterson commented that his position on the matter of the SPA and President’s compensation is one of support overall, but that he preferred a process that provided more time to review the details of the proposal. He voiced concern regarding the fact that the findings of the District-sponsored SilverStone analysis have not yet Special Board Meeting November 19, 2012 Page 3 of 7

been finalized and that this increase can potentially exacerbate the problem in those instances involving District employees whose salaries are already above market. He noted too, that on the other hand, those below market deserve the adjustment. Mr. Dowd questioned why the increase was 2% and not 2.9-3% as recommended in national data on cost of living, stating that the recommended increase should be consistent with this data. Chairperson McGowan asked if there was any further discussion from the public or any other Board Members. There were none. The motion carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136932 Chairperson McGowan moved for approval of the President’s 5% salary increase, effective January 1, 2013. Seconded by Mr. Cavanaugh. Mr. Cavanaugh commented that Mr. Clark was hired by the Board at an artificially low salary level with the expectation that he would have to prove himself, and the salary increase is a recognition that he has met the Board’s expectations. Mr. Dowd stated he shared those views, and did not consider it a raise but more a salary adjustment to be reconciled with the representations made when he was first hired. Mr. Patterson commented that he struggled with a 5% raise in this market, and that it was an ‘awful big number in these challenging times.’ Mr. Dowd stated the [SilverStone] evaluations would have been nice to have before tackling some of these [compensation] issues but unfortunately the analysis is not yet complete. The motion carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136933 AGENDA NO. 12 RENEWAL OF LNG/PROPANE CAVERNS INSURANCE Mr. Dowd moved to approve the renewal of the LNG/Propane Caverns Insurance contract as outlined in Mrs. Schneider’s letter dated November 12, 2012. Seconded by Mr. Cavanaugh and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend, Voting No: None Special Board Meeting November 19, 2012 Page 4 of 7

MINUTES FILE DOCUMENT 136934 AGENDA NO. 13 RENEWAL OF CONSTRUCTION EQUIPMENT INSURANCE Mr. Dowd moved to approve the renewal of the Construction Equipment Insurance contract as outlined in Mrs. Schneider’s letter dated November 12, 2012. Seconded by Mrs. Lindsay and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136935 AGENDA NO. 14 REGULAR BOARD MEETING AND PUBLIC HEARING, DECEMBER 5, 2012 Chairperson McGowan announced that the next Board Meeting will be December 5, 2012, and will include Committee Meetings, Regular Board Meeting and Public Hearing at 8:15 a.m. to discuss the 2013 Budget. AGENDA NO. 15 OTHER MATTERS OF DISTRICT BUSINESS FOR DISCUSSION Chairperson McGowan asked if any members of the Board had any matters to bring up for discussion. Mr. Friend raised the issue of holding the Board’s Committee Meetings separate from Regular Board Meetings, suggesting that the discussion take place in January 2013 after newly elected Board Member Jim Begley has had a chance to review it and an opportunity to vote on it. Chairperson McGowan then asked the public if there were any other matters to discuss. There were none. At 9:28 a.m., Mr. Friend moved the Board to go into closed session for the purpose of holding the Employee Termination Hearing. Seconded by Mrs. Lindsay and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136936 AGENDA NO. 16 HEARING ON EMPLOYEE RECOMMENDED TERMINATION (CLOSED SESSION) At 11:09 a.m., Mr. Frost moved the Board to return to open session. Seconded by Mrs. Lindsay and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136937 Special Board Meeting November 19, 2012 Page 5 of 7

Mrs. Lindsay moved to uphold Management’s recommendation to terminate the employee. Seconded by Mr. McGowan. The motion failed to advance. Voting Yes: Patterson, Lindsay, McGowan Voting No: Frost, Cavanaugh, Dowd, Friend MINUTES FILE DOCUMENT 136938 Mr. Cavanaugh moved to permit the employee to immediately return to work, without back pay, and without first having to complete alcohol counseling as a precondition to employment. Management will give him a directive to submit to an alcohol diagnostic evaluation, including inpatient if necessary. Seconded by Mr. Friend and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, Dowd, Friend Voting No: McGowan MINUTES FILE DOCUMENT 136939 At 11:14 a.m., Mr. Patterson moved the Board to go into closed session for the purpose of discussing Collective Bargaining Strategy and Litigation. Seconded by Mr. Friend and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136940 AGENDA NO. 17 COLLECTIVE BARGAINING STRATEGY SESSION / LITIGATION (CLOSED SESSION) At 11:29 a.m., Mr. Friend moved the Board to return to open session. Seconded by Mr. Frost and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None MINUTES FILE DOCUMENT 136941 At 11:29 a.m., Mr. Friend moved to adjourn. Seconded by Mrs. Lindsay and carried on a roll call vote. Voting Yes: Frost, Patterson, Lindsay, Cavanaugh, McGowan, Dowd, Friend Voting No: None Special Board Meeting November 19, 2012 Page 6 of 7

MINUTES FILE DOCUMENT 136942 The meeting adjourned at 11:29 a.m.

________________________________ Douglas R. Clark, Secretary DRC/mjm

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