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HomeMy WebLinkAbout1999-08-25 Min - Board SPECIAL MEETING August 25, 1999 In accordance with District Code Section 2.08.010, the TDPUD minutes are action only minutes. All Board meetings are recorded on audio tapes which are preserved perpetually and made available for listening to any interested party upon their request. The special meeting of the Board of Directors of the Truckee Donner Public Utility District was called to order at 4:07 PM in the TDPUD Board Room by President Jones. ROLL CALL: Directors Joe Aguera, Bob Jones, Ron Hemig, James Maass and Patricia Sutton, EMPLOYEES PRESENT: Mary Chapman, Susan Craig, Steve Hollabaugh, Peter Holzmeister, Ed Taylor and Scott Terrell. CONSULTANTS PRESENT: District Counsel Steve Gross; Marty Skeer of RMI. OTHERS PRESENT: Tom Covey and Dan Wilkins, Town of Truckee; Tom Manley and John Freeman and Lary Ansel of RMI; Roger Terneuzen, Stan Mendez and Chris Hillard of USA Media. PUBLIC INPUT There was no public input. Mr. Holzmeister reported that the agenda was put together in his absence. The closed session items are not necessary; all the topics to be discussed have to do with moving the fiber optic matter forward. TELECOMMUNICATIONS BUSINESS PLAN PROCESS; DISCUSSION AND POSSIBLE ACTION — REPORT ON STATUS OF PLAN AND STATUS OF POLE ATTACHMENT LICENSE AGREEMENT BETWEEN THE DISTRICT AND USA MEDIA — CONSIDERATION OF AUTHORIZING CONSTRUCTION OF A BACKBONE OPTICAL FIBER NETWORK — CONSIDERATION OF CREATING THE POSITION OF DIRECTOR OF TELECOMMUNICATIONS SERVICES—CONSIDERATION OF A LETTER OF INTENT BETWEEN THE DISTRICT AND USA MEDIA—CONSIDERATION OF PROJECT FUNDING PLAN The proposed lease agreement for integrated fiber optic network deployment states that the TDPUD will construct a 33 mile fiber optic backbone network. The integrity of the network is to be central to TDPUD's core electric distribution and water supply businesses and TDPUD staff will be responsible for maintenance and operation. Independently, USA Media has requirements for a 550 MHz digital fiber optic network upgrade for its subscribers in Truckee and certain adjacent communities, which is compatible with the network envisioned by the District. The lease agreement's terms and conditions were discussed. A copy of the agreement is attached to these minutes for reference. The pole attachment paragraph of the agreement needs to be amended to allow USA Media to provide more than cable service. Mr. Terneuzen said that two areas of the current pole attachment agreement need amending. They have to do with the interpretation of CATV services and the cancellation provisions. After some discussion, Director Maass moved that the Board approve the proposed lease 8/25/99 Page 1 agreement for integrated fiber optic network deployment in concept and direct that it be turned over to legal staff for preparation of the final agreement; seconded by Director Hemig. ROLL CALL: Director Sutton, no; all other Directors, aye. SO MOVED. Mr. Holzmeister advised the Board that costs relating to design of the fiber optic backbone network (engineering, data base development and obtaining permits) would be $138,000. This includes all the environmental issues. The Board reviewed a map of the backbone network that would put in the infrastructure allowing the District to provide services in the future. They talked about expanding the District's boundaries to include Glenshire and Lahontan and the LAFCo process. Director Maass moved that the Board authorize Resource Management International, Inc. to develop plans and specifications for the fiber optic backbone network (including those areas not presently within District boundaries) in anticipation of going to bid based on the design elements in the amount of$138,000. Director Hemig seconded the motion. ROLL CALL: Director Sutton, no; all other Directors, aye. SO MOVED. Director Maass moved, and Director Hemig seconded, that the Board approve the creation of the Director of Telecommunications Services position, the job description (copy attached) with a salary range of$63,000 to $73,000 and further directed the Manager to fill the position as appropriate. There was some discussion about the LAFCo process to activate the District's latent powers to provide a fiber optic network. This is currently being addressed by District Consultant, Bob Braitman. The person who fills the position of Telecommunications Services Director will be expected to follow through with the process. District Counsel Steve Gross noted that the District can work in parallel rather than in lineal form to pursue the fiber optic issues. ROLL CALL vote on the motion: Director Sutton, no; all other Directors, aye. SO MOVED. Mr. Holzmeister provided a copy of the June 30, 1999 investment status report for the District and presented a plan for funding the fiber optic project. After consideration, Director Maass moved that staff be directed to draw up appropriate resolutions and loan documents based on Mr. Holzmeister's presentation with funds coming from the electric general fund and the water reserve for future meter fund and showing both ten and 15 year pay- back schedules. The motion was seconded by Director Hemig. ROLL CALL: Director Sutton, no; all other Directors, aye. SO MOVED. CONSIDERATION OF PROFESSIONAL SERVICES AGREEMENT WITH RESOURCE MANAGEMENT INTERNATIONAL, INC. Authorization for RMI to design the backbone fiber optic network at a cost of $138,000 was approved earlier in the meeting. Director Maass moved, and Director Hemig seconded, that the Board authorize Resource Management International, Inc. to proceed with placing the fiber optic business plan (relating to Williams Communication) into draft form at a cost of$60,000. ROLL CALL: Director Sutton, no; all other Directors, aye. SO MOVED. 8/25/99 Page 2 CLOSED SESSION Closed session was placed on the agenda in error. ADJOURNMENT There being no further business before the Board, the meeting was adjourned at 5:07 PM. TRUCKED DONNER PUBLIC UTILITY'DISTRICT Robert A.Jonee,pre dent Prepared byr--- ' - - - Susan M. Craig, Deputy District Clerk t A smc 8/25/99 Page 3 DRAFT 7/21/99 r. Proposed Lease Agreement for Integrated Fiber Optic Network Deployment TDPUD is to construct a 33-mile fiber optic backbone network, as shown in Exhibit 1. The integrity of the network is to be central to TDPUD's core electric distribution and water supply businesses, and the maintenance and operations staff will ensure the highest degree of system reliability. Independently, USA Media has requirements for a 550 MHz digital fiber optic network upgrade for its subscribers in Truckee and certain adjacent communities, which is compatible with the network envisioned by TDPUD. Recitals This Agreement specifies the terms of a lease arrangement to grant USA Media indefeasible use of fiber optic cable for a term of 10 years, with options to extend the lease for two successive five-year periods. Term and Conditions ➢ TDPUD is to be responsible for all costs of construction for the network, including expenditures for design engineering. ➢ TDPUD shall install a fiber optic backbone network to accommodate USA Media's near term and long term service requirements within the District and certain adjacent communities. ➢ USA Media intends to lease fiber optic cable (exclusive of network electronics) on the TDPUD's planned fiber optic backbone network. ➢ USA Media is to be granted indefeasible right-to-use of leased fiber optic cable for the 10 year term, with options to extend the agreement for two additional five year periods. Fiber Installation TDPUD is to install the fiber optic backbone network primarily on its electric utility poles, so as to provide network access to virtually all of USA Media's 33 CATV nodes, enumerated in Exhibit 1. ➢ TDPUD will drop four dark fibers at USA Media nodes, with coiled fiber approximately 50 feet in length to facilitate termination of fiber strand within USA Media's outside plant enclosures. ➢ TDPUD will engineer its portion of the network to create a completely independent system to the extent practical. Cost of Fiber Stands TDPUD is to lease 48 strands of fiber capacity (average cross section) to USA Media for $60,000 annually (which includes the costs of pole attachment fees for new fiber optic cable). Annual payments are to be adjusted at three-year intervals to reflect local price inflation. Price inflation adjustments are not to exceed plus or minus 30 percent over the term of the lease. MHS 8/24/99 Additional fibers are to be provided to USA Media at a 30 percent discount, based on prorated cost per fiber mile. Maintenance Responsibility } TDPUD is to maintain the fiber cable in good operating condition. ➢ USA Media is to be prohibited from accessing the TDPUD's fiber optic cable (in view of TDPUD's mission-critical telemetry services). Splicing of fiber optic cable is to be performed only by the TDPUD's personnel or TDPUD-certified independent contractors. ➢ USA Media is to be responsible for the cost of splicing leased fiber strand to effectuate repairs; other repair costs are to be shared by TDPUD and USA Media on an equal basis. ➢ USA Media will compensate TDPUD at standard rates for operations and installation costs initiated by USA Media and undertaken by TDPUD on USA Media's behalf. Renegotiation of Pole Attachment Agreement ➢ A revised pole attachment agreement will be negotiated. This is to be in the form of an addendum to the agreement which is to stipulate that: • No action shall be taken to terminate the pole attachment agreement while the fiber lease agreement is in effect, except for material default. • Services that are consistent with cable operations (including Internet and high-speed data) shall not be prohibited. Assignment ➢ USA Media may assign, pursuant to a merger or sale or transfer of its assets, its rights and obligations under this Agreement to a Qualified Person which provides telecommunications services, so long as the purchasing entity assumes the obligations under this Agreement. ➢ TDPUD will require suitable collateral to be posted by USA Media for a fixed period of time if a material breach has been committed with regard to financial obligations and USA Media is in default under the Agreement,which it subsequently fails to cure within 60 days. Other Considerations ➢ Issues to be incorporated in a formal lease agreement include: adequate assurance, utilities and other services; insurance requirements; hold harmless; indemnification; dispute resolution; etc. 2 t DIRECTOR OF TELECOMMUNICATIONS SERVICES NATURE OF WORK Under general direction of the General Manager, directs the work of design, construction, maintenance, marketing, leasing and use of the District's optical fiber network. Is involved in difficult work on highly technical problems and participates in the formulating and administration of District policies. Exercises a considerable degree of decision making involving the analysis of fact and circumstances and must be able to modify procedures where there is no precedent. May supervise a staff within the telecommunications function and is responsible for control of costs and achieving results. Has regular contact with District employees, customers and consultants requiring tact and diplomacy. Engages in moderate to heavy physical exertion during a period of emergency and is exposed to extreme environmental conditions on an occasional basis. EXAMPLES OF WORK 1. Manage contract personnel in the design of optical fiber network. 2. Manage construction and ongoing maintenance. 3. Establish and maintain contact and compliance with federal, state and local regulatory r agencies. 4. Establish and maintain joint ventures with outside businesses and agencies. 5. Promote the use of optical fiber network to local, regional and national public and private enterprises. 6. Promote the telecommunications services provided by the District 7. Develop electronic commerce capability of the District QUALIFICATIONS REQUIRED Possession of a high school diploma and a bachelor's degree from an accredited college or university in a field related to telecommunications, business or public administration. At least seven years of responsible professional experience in the telecommunications or cable television field with at least two years in a management or marketing position. Thorough knowledge of the principles and practices of optical fiber operation and maintenance, and construction standards and practices. Thorough knowledge of the existing and emerging technologies that employ optical fiber network capability. Thorough knowledge of the telecommunications industry and the marketing of telecommunication services. Possession of a valid California driver's license.