9/13/04

Board Members present: Patrick Lanning, Sandra Bishop, Dorothy Anderson, Mel Menegat, and Ron Farmer.

Others present: Randy Berggren, Mel Damewood, Mark Oberle, Jim Origliosso, Dick Varner, Debra Smith, Dick Helgeson, Tom Buckhouse, Jim Wiley, Roseanna McArthur, Marty Douglass, Lance Robertson, and Krista Hince of the EWEB staff; Marjorie Beck, Minutes Recorder for the City of Eugene; Joe Harwood, representing the Register-Guard; Frank Nearing, KLCC; and Jeff Elder, Sue Pritchard, members of the public.

AGENDA CHECK

President Lanning called the Special Board Meeting of the Eugene Water & Electric Board (EWEB) to order at 11:40 a.m. He determined Commissioners had no changes to offer to the agenda.

PUBLIC INPUT

No one was present to offer public input.

CONSENT CALENDAR

At Vice President Bishop's request, the minutes of July 6 and July 29, 2004, were removed from the Consent Calendar, to be placed on the Consent Calendar of the next Board meeting agenda.

ITEMS FROM BOARD MEMBERS

Commissioner Anderson reported on a meeting of the Watershed Council the previous week. She said the Council is developing a business plan to clarify roles of the Council and a newly formed 501(c)3 arm and intends to complete the plan by October, 2004.

President Lanning said he would need to leave the meeting early for another commitment at 12:30 p.m., and Vice President Bishop would chair the meeting in his absence.

CORRESPONDENCE

There was no correspondence for this meeting.

BOARD AGENDAS

There were no changes to Board agendas.

ALTERNATIVE SITE FUNDING STRATEGY

General Manager Randy Berggren reviewed alternative site funding assumptions. He confirmed that $5 million of unused but authorized capital improvements funding was still available. He said up to this point the $5 million had been used as a capital reserve safety net, and it was the only cash available for relocation. He said legal research and consultation with EWEB's attorney indicated EWEB can structure a land sales contract for site acquisition in such a way that it would not score against the organization's debt authorization. He said some portion of the $5 million capital reserve would likely be used as a down payment, with the rest being spread forward with terms and a specific obligation at a later date to pay the remainder. He said the Board would need to determine how to fund the remainder.

Mr. Berggren said staff had developed a memo outlining a schedule for consultant support required for various milestones of due diligence and converting conceptual design into engineering estimates to build on a site. He said he would introduce that memo under Item 9 of this meeting's agenda. His best guess was that for a $50 million relocation, five to seven percent, or about $3.5 million, would be required for consultant engineering support. He said final design would be about one-third of the overall cost, with $1 million or $1.5 million needed for a firm cost estimate on relocation.

He continued that, based on Commissioner discussion at the previous meeting, staff were looking at the Roosevelt site, and secondarily at the Greenhill site.A down payment of $1 million to $2 million and another $1 million to $1.5 million for conceptual design would use up to $3.5 million of the $5 million available, he said. Absent another funding strategy or the sale of the current EWEB property, the Board would still need a way to finance another $2 million to $2.5 million of final facility design costs.

Mr. Berggren asked if Commissioners had any questions, issues, or concerns about the assumptions he had just outlined. He said one obvious concern is that in proceeding as outlined to spend the $5 million, EWEB does lose its capital reserve.

Commissioner Farmer asked for clarification on a land sales contract not counting as debt. Mr. Berggren asked Dick Varner, Fiscal Services Supervisor to respond.

Mr. Varner said EWEB cannot borrow money unless it is authorized by voters or through the Urban Revenue Bond Act (URBA) process. Therefore, EWEB could not owe money to a third-party lender without the necessary authorization. However, he said, EWEB's attorney advises staff there is case law precedent for a public entity to own an undivided interest in property under a land sales contract and not have the unpaid balance to the other owner count as debt, because the other owner still retains ownership interest in the property.

Responding to a further question from Commissioner Farmer, Mr. Varner said the land sales contract interest, under this case law interpretation, would not count as a covenant against EWEB bonds.

Commissioner Menegat asked when EWEB would be able to start developing the property under a land sales contract. Mr. Varner said it would depend on how the contract is written; it would be important to structure the contract to get possession of 100% of the property at a given time, even though only a portion of it was owned at that time.

Vice President Bishop asked how EWEB could assume the site purchase would be through a land sales contract, and Mr. Berggren responded the offer to purchase would be made that way. He added that it was not assumed the seller would accept a land sales contract, but land sales contracts typically offered tax advantages to the seller, depending on how they were constructed.

Vice President Bishop also asked Mr. Berggren to confirm her understanding that EWEB's only available cash now was $5 million, and no further funding was identified. Mr. Berggren said her understanding was correct, and the use of the $5 million would be to acquire the site, demonstrate site feasibility, and potentially move beyond due diligence to a 30% conceptual design level for more firm relocation cost estimates.

Commissioner Farmer observed that to some degree, it was not different from what EWEB had already done in its offer on the Speedway site; the difference was additional studies. Mr. Berggren agreed.

Triad Agreement Overview - Issues and Content

Mark Oberle, Property Manager, summarized major points of his memo to Commissioners dated September 10, 2004, McKenzie Willamette Medical Center/Triad Contract of Sale Offer. He said EWEB received an offer to purchase the headquarters site on August 24, 2004, with a contract containing articles outlining how the transaction would take place.

Article I: Sale of the Property

Mr. Oberle said the language of Article I was very inclusive, including not just the grounds but improvements and rights that go with the grounds, such as easements and water and mineral rights. He said EWEB needs to retain water rights and the easements needed to exercise those water rights.

Article III: Purchase Price

Mr. Oberle said the offered price of $22,917,500.00 is roughly midway between the two appraisals on the site. He said the two appraisals attempted to determine what the fair market value would be, but do not reflect the value in use. He said EWEB's $38.5 million dollar estimate reflects the value in use, or the cost to replace the site at another location. Triad's contract offer contained no off ramp regarding price, he said; however, EWEB could make a counter offer.

Article IV: Title and Survey

Mr. Oberle said Triad's request for a survey and title report was not unusual, but the 30-day timeframe was unrealistic for the complications associated with this site.

Article VI: Representations, Warranties, Covenants and Agreements of Seller

Mr. Oberle said the language was very inclusive, and would require EWEB to certify that the property meets any number of building, fire, ADA, and other codes. He said the property probably does not meet all such codes; for example, EWEB does not use the second floor of the Operations building because of ADA issues. He said language that meets EWEB's needs on this issue would have to be put in any counter offer the utility might make.

Article XV: Special Provisions

Mr. Oberle said one of the points in this article was an option for Triad/McKenzie-Willamette to purchase the steam plant property, offering $466,000 with a five-year option to execute. He said staff's issue with this offer is about water rights: the water intake from the river is on the steam plant site, as well as some overhead lines that would need to be retained.

Commissioner Anderson asked if there would be other options for the treatment plant on site, such as the hogged fuel site, if EWEB did not sell the property to Triad, or on the Willamette sub-station, if that is moved.

Mr. Oberle asked Mel Damewood, Master Plan Project Manager, to respond. Mr. Damewood said the steam plant would have to be demolished to provide enough acreage for a treatment plant site using Willamette River rights.

Mr. Berggren added that staff's assumption about the property now was that EWEB needed to retain the water right and minimum real estate to get at the water right, and look for a future site within a half-mile to a mile to build a future treatment plant, if the water right became critical as a secondary source. He said the hog fuel site was an option, but at some expense.

Mr. Oberle said the final issue under Article XV was a clause allowing 175 days for an alternative site feasibility study, which was probably inadequate. He said there was an off ramp to cancel the contract, but there was not a provision for extension if EWEB needed more time for the feasibility study. He said a counter offer would need either an extension provision, more time allowed for the feasibility study, or both.

Mr. Oberle summarized options for the Commissioners. Option one was to accept the offer as is, which he said staff do not recommend. Option Two was to prepare a counter offer with price terms and time frames that work for EWEB. Option Three was to reject the offer. He pointed out that technically the offer has expired, but that was not an issue for Triad/McKenzie-Willamette.

ISSUES AND RESPONSE TO THE TRIAD AGREEMENT

Mr. Berggren introduced a memo and Gantt chart dated September 10, 2004, titled Due Diligence and Conceptual Design Time Frame. The memo and accompanying chart from Mr. Damewood provided an estimated time frame to reach a 30% conceptual site plan, Mr. Berggren said, to help Commissioners discuss the Triad/McKenzie-Willamette offer. Using the Gantt chart to review RFP, due diligence, and conceptual design estimated time frames, Mr. Berggren said the 30% conceptual site plan level would be completed by about August 1, 2005. He said wetlands fill permits could take up to a year. Arguably, he said, construction on any site would not begin until January 2006.

Mr. Damewood said some fill and site work could begin while wetland permits were still in process.

Mr. Berggren continued that the 175 days Triad/McKenzie-Willamette offered for an alternative site feasibility study might be doable, but it did not allow much room for consultation with the organization, and EWEB has a culture that expects consultation. He said the 175 days should probably be more like 210 to 270, structured perhaps through an option to extend.

President Lanning asked when EWEB must make a decision. Mr. Berggren answered the formal offer expired five days after it was presented, but from talks with Triad/McKenzie-Willamette representatives he knows their interest persists, and this was an offer to begin the conversation. There is no definitive obligation to act, he said, but sooner was better than later.

President Lanning said his position at this point was to continue to look for an alternative site, because that need was there before Triad/McKenzie-Willamette made an offer, and he will not waver on rate payers picking up additional funds. He apologized for needing to leave the meeting early.

Commissioner Farmer said he felt the Board needed a structural process to continue evaluating and discussing the purchase offer, and he suggested scheduling special meetings. President Lanning said he would work with Mr. Berggren on such a schedule.

President Lanning left the meeting at 12:18 p.m. Vice President Bishop took over as chair.

Commissioner Farmer noted that the offered contract was geared to a sale, and anything covering a transitional move was absent. He thought transition time had to be addressed as part of the total transaction. Mr. Berggren agreed the contract does not deal with the three-to-five year transition period once the sale is consummated. He said some kind of lease-back rent relationship would have to be defined.

Mr. Berggren summarized primary issues with the sale as:

· purchase price

· representations and warranties

· retaining pre-1909 water rights

· alternative site feasibility time frame

· site transition time.

Commissioner Farmer asked if EWEB has used the pre-1909 water rights. Mr. Damewood said the rights were used until about 1927 and have been inactive since then. Theoretically, according to EWEB's attorney, EWEB could use them again now, wait through an adjudication process of 25-30 years, and deal with the outcome then.

Commissioner Farmer asked if the rights were site-specific. Mr. Damewood said they were generalized by quarter-section, which allowed some latitude along the property.

Mr. Berggren asked Commissioners for further questions, discussion, and direction on how to proceed.

Commissioner Anderson asked what was happening with Triad's court case on whether they could relocate. Mr. Berggren answered McKenzie-Willamette has to go through a Certificate of Need process, but in order to do that they need a specific site, and execution of a contract for the EWEB site would allow them to initiate the process.

Vice President Bishop observed there has been conflicting information about when Triad/McKenzie-Willamette would want to start developing a new site. Mr. Berggren said when discussions first started McKenzie-Willamette officials talked about early in 2006. Since then, he said, the PeaceHealth River Bend facility has had some court setbacks and delays, which arguably pushes back McKenzie-Willamette's need. He said Mr. Damewood's chart estimates EWEB could not begin construction on its own new site until January 2006 and not move to the site until 2007. He said initially 2006-2007 seems reasonable for McKenzie-Willamette to begin development, but there has been no specific discussion yet with Triad about that.

Vice President Bishop asked about the "LLC" designation for McKenzie-Willamette and if the actual buyer would be McKenzie-Willamette or Triad. Mr. Berggren explained that "LLC" stood for Limited Liability Company. He assumed that Triad was the prime majority owner of McKenzie-Willamette in a partnership of the two. Legal review of the contract has not been done yet, he said.

Vice President Bishop said she would like to see a brief legal description of the McKenzie-Willamette-Triad relationship.

Commissioner Farmer asked about three-to-five year options for the steam plant if EWEB sells the site.

Mr. Berggren said one option was to combine facilities with the University of Oregon, locating the plant at the university and clearing the present site. EWEB would buy steam from the university and continue to operate the downtown area distribution system. He said EWEB had worked with the university on that option for the last five to ten years and has built an inter-tie capable of transmitting steam from a production facility at the university. However, he said, the University of Oregon has not been very interested. A recent meeting with UO Vice President Dan Williams and the Eugene City Manager resulted in an agreement to explore the concept, perhaps through a small consultant study, and Mr. Berggren agreed to develop a proposal for Mr. Williams. He said he still does not see a lot of passion from the University of Oregon about operating a steam system

A second option for the steam facility is an alternative site, he said. He said an estimate to relocate is probably $2 million dollars, and might involve air emission, stack height, and aesthetic issues. The site would have to be adjacent to the downtown area.

He said the third option was to shut down the steam plant, which would cost 129 current steam customers an estimated $7 million to $10 million or more to convert to another energy source, he said.

McKenzie-Willamette would need to decide on various access requirements at the EWEB site, Mr. Berggren continued. He said one access is a Patterson Street underpass under the railroad tracks, which is still being considered. Another is an Agate Street underpass coming out of the Riverfront Research Park, which might be deferred as long as the Patterson Street underpass is given priority consideration and timely completion. He said the Agate Street extension would conflict with both the Willamette substation and the steam production facilities, but McKenzie-Willamette might not need the Agate Street underpass. He said McKenzie-Willamette has proposed an option on the steam plant, but does not need the steam plant site for the hospital footprint. He reminded commissioners that EWEB did appraisals with the steam plant both in and out of the sale, and it was not a given that the steam facilities are in conflict with the hospital's ability to use the site, although including the steam plant McKenzie-Willamette's proposal gives the hospital flexibility for the future if needed.

Commissioner Farmer asked Mr. Berggren if he believed the steam plant was a deal breaker, and Mr. Berggren said he thought it was not. He said thought Triad did not see the steam plant as particularly aesthetic next to their hospital, but he did not have the sense that the land itself was critical to their ability to develop, though they had some interest in it for the future.

Noting that the Triad offer was an information item on this meeting's agenda, Vice President Bishop asked Commissioners if they preferred to make comments on the offer or discuss a process for how the decision on the offer would be made. Commissioners preferred to offer comments and consider process at the same time.

Commissioner Menegat offered comments. He said EWEB was being driven by a timeline and dollars offered by Triad. He shared the concerns expressed about the contract and felt EWEB needed to make a counter-offer that provides an exit if EWEB cannot relocate with the money the Triad offer would provide. He also felt the site needed to be offered as-is, and if McKenzie-Willamette has concerns about the site meeting current standards, they have time to explore and address those concerns. He thought EWEB should keep the steam plant. He said the well system as an alternate water system back-up might not materialize, and the steam plant site contains the Willamette River water right that the organization could explore if needed. He said retaining just enough land for the intake and a pumping station would mean rate payers were paying for something related to the real estate contract, as opposed to the contract itself paying for it.

Commissioner Menegat said his other concern was the $22 million offer, a figure that seemed between the two appraisals. He thought EWEB should counter-offer $30 million, keep lease-backs in the contract, and see what McKenzie-Willamette had to say. He said EWEB's $38.5 million estimate of in-use value was based on 2002 information; EWEB would be constructing in 2006, and even with a 35% contingency, costs would have risen by then.

Commissioner Anderson said she agreed with Commissioner Menegat. She felt EWEB could not accept the offer as is. She thought it would be fairest to Triad to say EWEB needs more time for construction and more money. She said she did not think $38.5 million was too high, given inflation; in fact, it could end up being too low. She also agreed EWEB needed to keep the steam plant because of the water intake, and that area was turning out to be possibly important for the city's future. She also agreed with President Lanning that, regardless of the McKenzie-Willamette deal, the Board needed more discussion of alternate sites for relocation. She said she would like to look again at the question of keeping the headquarters at the present site, and just moving Operations to another site. She thought the Board needed more information on that option.

Commissioner Farmer focused on price and transition timing. He thought staff could resolve the steam plant and water rights questions. He thought the Board should take a position on a timeline that worked for EWEB. To determine that timeline, said, he would ask Triad to outline a timeline for their building phase, compare the two, and try to come up with something that would work for both, but he would focus first and foremost on timing that works for EWEB.

Commissioner Farmer said selling the site as-is was the needed bottom line, but in these types of real estate transactions EWEB is required to provide documentation on the site. Who pays for that documentation can be negotiated. He did not think $38.5 million was the right asking price; in that case, why were two appraisals done? He said asking $38.5 million does not seem to be bargaining in good faith to begin with, and the figure does not really mean anything until there is an engineered study.

He said of the three options offered in Mr. Oberle's memo, he would look at the second one, preparing a counter-offer with price, terms, and time frames that work for EWEB.

Mr. Berggren agreed it was important to refine the price; the difficulty was that Triad has made it clear they want a price in any land sales contract, and the only price EWEB has now is the appraised price or its own estimate to relocate. He said EWEB could offer the appraised price with an off-ramp so that it is not obligated to sell to Triad at that price, once EWEB has studied actual relocation costs. The off-ramp means the parties will renegotiate the number if EWEB gets better numbers at some point. If the rest of the contract is constructed correctly, he said, the price does not necessarily mean anything until EWEB gets through the engineering estimates, but it is important to consider how to talk about that from a media perspective.

Commissioner Farmer said it was important not to forget that, even if EWEB stays at its present location, the organization needs to spend $10 million to upgrade the Operations facilities. He wondered if the $38.5 million figure should be reduced by $10 million.

Mr. Berggren answered that staff had reduced an original $50 million relocation estimate by $12 million, for the Operations upgrade investment at the existing site, to arrive at the $38.5 million estimate.

Vice President Bishop said the bottom line for her was what it would cost the rate payers if the board makes the wrong decision. She said she thought staff were doing an excellent job of trying to get to real numbers, but they would not get to real numbers before the Board had to make hard decisions on a major transition for the utility. She said the Board had been clear they did not want to saddle rate payers with the difference between what the utility might want and what it might net from selling the site. She said she thought the most responsible thing to do was what Commissioner Anderson had suggested: slow down the process and continue to look at alternatives such as the possibility of moving part of the operation but not all of it, or splitting operations between two new sites. She thought the real problem with running the utility now was access at the present site for Operations. She said Headquarters was in a modern new building with ample space and a downtown location, and she wondered if it was economically responsible to build another Headquarters site.

Commissioner Anderson noted that if the Board pursued separate sites for Headquarters and Operations it was important to determine what belongs in the Headquarters site and what doesn't, and she did not think the Board had had that conversation.

Mr. Berggren said he needed to make sure he was still on the right track. From site tours and past Board conversations, he felt he had a fairly firm confirmation that the Board was still interested in a combined operation, and that the priorities were the Roosevelt and Beltline sites as perhaps the first choice, and the Greenhill Technology site as an alternate choice. He said he was moving forward as though acquisition of one of those sites is what the Board wants to do. It does not pre-empt additional discussion on split versus combined operations, he said, but it preserves the combined operations option, depending on how practical realities unfold. He said if EWEB acquires a site his first priority would be Operations, which is consistent with the original discussions with Triad/McKenzie-Willamette on phased evacuation of the EWEB site. Operations is the first priority because EWEB has to make those investments anyway, and that would take two to three years. Then would come the Headquarters building, or not.

If the Board does not complete a deal with Triad/McKenzie-Willamette the pressure to some degree is off, he said, but it does not alleviate the sense of need to deal with Operations. It may change the sense of timing on the Headquarters building. If the Board is saying it wants to revisit the conversations to date on which site is better, or on split or single operations, Mr. Berggren said he needs to stop the direction staff is going, since he has been pursuing a site adequate for a combined operation. He said a hard decision to split the facilities could change some of the characteristics of the site the Board would choose, although it probably would not appreciably reduce the size needed or add additional sites to the possible inventory.

Mr. Berggren said he thought EWEB should still go forward and acquire a site based on past conversations. If the Board wants to begin a conversation about when EWEB has a combined operation again, assuming Operations at a new, more efficient site per the 2002 Hovey study, the real conversation becomes when the board will decide to move Headquarters, and is it driven by an agreement with Triad or by some other timing.

Vice President Bishop said she thought the Board should continue to discuss split versus combined operations, but that Mr. Berggren should not change his direction on site acquisition.

Commissioner Anderson said, to clarify her position, it was based on Triad wanting everything off the site; thus, the Board had to look at sites that could hold both operations. If the Triad agreement does not come through, that might change the site EWEB gets because EWEB won't have as much money.

Mr. Berggren said he thought the strategy going forward would provide sufficient funding to move Operations, even if EWEB keeps the Headquarters building. It does not provide sufficient funding for a combined operation.

Commissioner Farmer referred to the conceptual design timeline of 85 days and wondered if EWEB could find a way to pick its most likely site and get to good price estimate within that timeframe, rather than having to spend a year to get to a 30% design and construction estimate. Mr. Damewood reviewed the timeframe estimated for 30% design and construction estimate. Mr. Berggren said there might be a faster way to get an estimate, but he would not feel comfortable doing it or have confidence in the number.

Commissioner Farmer said he was concerned about losing a substantial opportunity for EWEB and the community because the utility was using a 35% contingency that makes him sleep well at night but might not have any validity. Mr. Berggren said he understood the issue and the appeal of finding a short cut, but the schedule even as outlined feels somewhat aggressive to him.

Mr. Damewood said the only way to get to a sure price more quickly would be through a design-build contract with an architect for a given price. Commissioner Farmer noted that was what McKenzie-Willamette was doing and what he did when he built bank branches. Mr. Oberle noted that businesses that basically build the same building over and over again, such as chain stores and bank branches, can get by with a 5% or 10% contingency. He said he believed part of the reason the Hovey study included a 35% contingency is that utility operations are not cookie-cutter operations that can rely on the last job to estimate what the next job will cost. Each utility is different.

Vice President Bishop was concerned about wetlands issues and said she would like more information on the possible results of a wetlands permit request. Mr. Berggren said staff would brief her on that. Commissioner Farmer asked that the same information go to all Commissioners, and Mr. Berggren agreed to provide the information to the entire Board.

Vice President Bishop stated her belief that EWEB could not meet the terms of the McKenzie-Willamette offer, that staff have defined the issues well, and the board needed to resolve those issues before it could go forward with a counter-offer. She felt a timeframe was needed for how much more staff and Board time would be devoted to the offer. She was also concerned about filling the financial gap involved.

Commissioner Farmer said he would prefer not to try to fit this issue into Regular Board meetings. He suggested a regular schedule of additional meetings devoted to keeping the relocation on track.

Vice President Bishop asked Mr. Berggren if critical timing points could be identified for these additional meetings. Mr. Berggren answered he meets with McKenzie-Willamette and City of Eugene staff weekly and could routinely update the Board. He said he was not sure at this point whether the Board was directing him to make a counter-offer or to reject the offer and wait for another proposal, based on feedback about the issues of constraint in the existing proposal.

Vice President Bishop stated her sense that the Board was not yet ready to make a counter offer.

Mr. Berggren said the Board would need meeting time to consider any new proposal, and once the organization reached the point where it needed to start spending money to get to 30% completion, there would be an ongoing series of milestones to report to the Board. He said staff could create a routine, off-calendar meeting schedule for the Board to dedicate time to relocation. He estimated meetings might be every two weeks.

Commissioner Farmer said he would like to see a draft counter-offer to McKenzie-Willamette from EWEB's perspective. He said the draft would be at the major issue level, not a legal document. Mr. Berggren said he could bring back an outline of a counter-offer, based on this meeting's conversation. He said staff can contact Commissioners and assemble a calendar of bi-weekly meetings for the next two months.

Commissioner Menegat said he would welcome additional meetings because the limited time during regular Board meetings did not allow Commissioners to explore options adequately.

Vice President Bishop said President Lanning requested before he left the meeting that this item be put on the next Board meeting Agenda for a brief report on what progress staff is making. Between now and then, she said, staff could draft the schedule for supplemental meetings and have that on the agenda, as well.

Mr. Berggren said he thought the next Board meeting agenda was full, but he would add a small amount of time to accommodate the items requested. He added that he would be absent for the next Board meeting, and other staff would substitute for him.

Mr. Oberle said he wanted to remind the Board that pursuing an alternate site involves risk in that EWEB's process has been very public, so anyone interested in acquiring property knows exactly which sites EWEB is interested in. The reverse is not true, he said; EWEB has no way of knowing who else is interested in the same properties, and there was a very real risk that some other buyer would jump in and pick up one or more of the prospective sites. Therefore, he encouraged the Board to move swiftly on making an offer and reserving property.

Mr. Berggren confirmed that he was planning to move forward on site acquisition.

Vice President Bishop thanked Mr. Berggren and staff for their work.

ITEMS REMOVED FROM CONSENT CALENDAR

Items removed from the Consent Calendar did not require action at this meeting.

Ms. Bishop adjourned the meeting at 1:30 p.m.

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Assistant Secretary President