ENWIN ENERGY LTD. BOARD OF DIRECTORS MEETING PUBLIC MEETING MINUTES WEDNESDAY, JUNE 19, 2019 A public meeting of the ENWIN Energy Ltd. Board of Directors was held on Wednesday, June 19, 2019 in the Boardroom at 787 Ouellette Avenue, Windsor, Ontario. ATTENDANCE: Directors: Drew Dilkens, Eddie Francis (chair), Kieran McKenzie, Gregory Ioanidis, and Rhea de Verteuil Regrets: N/A Management: President & CEO Helga Reidel, VP Shared Services & COO John Wladarski, VP Water Operations Garry Rossi, VP Hydro Operations Jim Brown, Director of Finance Matt Carlini, Director of Regulatory Affairs and Corporate Secretary Paul Gleason, Director Shared Services Barry Leavitt, Director Information Technology Brigitte Rivest, Manager Project Management Office Dragan Savic and Recording Secretary Debbie DeDona Guests: Sergio Grando, City of Windsor, Chris Hatley and John Todd of Elenchus CALL TO ORDER & DECLARATION OF CONFLICTS OF INTEREST The Chair noting quorum called the meeting to order at 12:32 p.m. No conflicts were declared. The President & CEO introduced John Todd and Chris Hatley from Elenchus who will be facilitating the Strategic sessions, being held directly after the EWE Board of Directors meeting. EWU and WUC Annual Reports were provided and draft floor plans for the proposed Rhodes Drive renovations were available for review.
Transcript
ENWIN ENERGY LTD.
BOARD OF DIRECTORS MEETING PUBLIC MEETING MINUTES
WEDNESDAY, JUNE 19, 2019
A public meeting of the ENWIN Energy Ltd. Board of Directors was held on Wednesday, June 19, 2019 in the Boardroom at 787 Ouellette Avenue, Windsor, Ontario. ATTENDANCE: Directors: Drew Dilkens, Eddie Francis (chair), Kieran McKenzie, Gregory
Ioanidis, and Rhea de Verteuil Regrets: N/A Management: President & CEO Helga Reidel, VP Shared Services & COO John
Wladarski, VP Water Operations Garry Rossi, VP Hydro Operations Jim Brown, Director of Finance Matt Carlini, Director of Regulatory Affairs and Corporate Secretary Paul Gleason, Director Shared Services Barry Leavitt, Director Information Technology Brigitte Rivest, Manager Project Management Office Dragan Savic and Recording Secretary Debbie DeDona
Guests: Sergio Grando, City of Windsor, Chris Hatley and John Todd of
Elenchus CALL TO ORDER & DECLARATION OF CONFLICTS OF INTEREST The Chair noting quorum called the meeting to order at 12:32 p.m. No conflicts were declared. The President & CEO introduced John Todd and Chris Hatley from Elenchus who will be facilitating the Strategic sessions, being held directly after the EWE Board of Directors meeting. EWU and WUC Annual Reports were provided and draft floor plans for the proposed Rhodes Drive renovations were available for review.
ENWIN Energy Board of Directors Meeting Public Meeting Minutes Wednesday, June 19, 2019 Page 2 CONSENT AGENDA Moved and seconded That the following Consent Agenda item be approved as recommended.
3.1 ENWIN Energy Ltd. Board Meeting Minutes of April 17, 2019 be approved.
-CARRIED COMMUNICATION AGENDA The Corporate Secretary advised that item 4.5 Annual Purchasing Compliance Report (Fiscal Year 2018) was emailed previously to Board members and requires receipt. Moved and seconded That the Communication Agenda be amended to add new item 4.5 Annual Purchasing Compliance Report (Fiscal Year 2018).
-CARRIED Moved and seconded That the following Communication Agenda items be received as recommended.
4.1 VP Shared Services Report be received. 4.2 Financial & Corporate Compliance Report for Quarter Ending Q1, 2019
be received. 4.3 ENWIN Energy Board Work Plan be received. 4.4 ENWIN Group and WUC 2019 Meeting Schedule be received. 4.5 Annual Purchasing Compliance Report (Fiscal Year 2018) be received.
-CARRIED
ENWIN EXECUTIVE REPORTS 5.1 ENWIN ENERGY LTD. Q1 2019 FINANCIAL REVIEW Moved and seconded That the ENWIN Energy Ltd. Q1 2019 Financial Review be received.
-CARRIED Chris Hatley and John Todd of Elenchus left the meeting.
ENWIN Energy Board of Directors Meeting Public Meeting Minutes Wednesday, June 19, 2019 Page 3 IN CAMERA SESSION Moved and seconded That the Board move to the In Camera session.
-CARRIED The In Camera session commenced at 12:34 p.m. The In Camera session concluded at 12:47 p.m. RESUME PUBLIC MEETING SESSION Moved and seconded That the Board move to resume the regular meeting session
-CARRIED TERMINATION OF MEETING Moved and seconded That the meeting be terminated. -CARRIED The meeting terminated at 12:47 p.m. __________________________ _________________________ Recording Secretary Board Chair Attachments (1): Annual Purchasing Compliance Report (Fiscal Year 2018)
AGENDA SUBMISSION
Tor ENWIN Utilities Ltd. Board of Directors;
Windsor Utilities Commission Board of Directors;
ENWIN Energy Ltd. Board of Directors;
Windsor Canada Utilities Ltd. Board of Directors
May 23,2019
Fromr Steven Pietrangelo, Manager of Procurement & Supply Chain
Re: Annual Purchasinq Compliance Report (Fiscal Year 2018)
BACKGROUND
Section 154 of the Purchasing Policy requires that the Purchasing Manager shall provide anannual information report to the Board disclosing the following items:
. Disposal of Surplus Goods Reporto The Purchasing Manager shall provide an annual information report to the
Board disclosing all Surplus ltems disposed.. Single / Sole Source Report
o The responsible Director and the Purchasing Manager shall provide anannual information report to the Board disclosing all Single / Sole sourcedopen Contracts.
. Rostered Consultant Reporto The responsible Vice President and the Purchasing Manager shall provide an
annual report to the Board disclosing all Consultants engaged through anyrostering process.
Reports:
Disposal of Surplus Goods Report:Please refer to attached Schedule 1 which contains the materials disposed of from January1,2018 through to December 31, 2018.
-Total value (moving average price), disposed of in 2018 was $820,298.58 CAD (all by EWUoNLY).
EWU, EWE, WCU Board of Directors;WUC Board of Commissioners May 23,2019
-ENWIN realized $116,414 CAD in scrap revenue for 2018-No materialwas donated in 2018
Single / Sole Sourcing Report:Please refer to attached Schedule 2 which contains the single/sole sourcing requests thatwere processed from January 1,2018 through to December 31, 2018.-EWU had $2,316,252 CAD Single/Sole Sources in 2018.-WUC had $833,022CAD Single/Sole Sources in2018.-ENWIN Energy and Windsor Canada Utilities had no Single/Sole Sources to report in 2018.
EWU Top 10 (Spend in CAD) Sinqle Sole Sources in 2018=
WUC Too 10 (Soend in CAD) Sinqle Sole Sources in 2018
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Year Goods % Seruices otfc24ft $1,184,208.20 38% $1,965,066.48 62%
l.;lir ti;:i: rri::li,'iiirt,l'.li.,,i l ir:r. i: ,r;ii:: it ,l,,iil,1i1l,1:
Water Eng. Svntec P rocess Equ ipment S79,615.00 4500023616
Water Eng. Gas Drive Global S7i_,086.98 4500023126
Water Eng. Aecom S60,473.00 4500022976
Water Eng. Sterling Motor Technologv Sso,Ezs.oo 4500023256
Water Eng Aecom S49,895.00 4500023204
Water Production Syntec S23,690.00 4so0022931
Water Eng Metcon $20,6s0.35 4500023617
Water Eng Cansel S15,600.oo 4500024L08
EWU, EWE, WCU Board of Directors;WUC Board of Commissioners May 23,2019
Rostered Gonsultant Report:
1) Existing Roster for Hydro Engineering Design Services (EWU):o Contract Start Date: June20'n,2017o Roster List: CIMA Canada lnc. & Stantec Consulting Ltd.o Responsible ENWIN Vice President: James Browno Services: Engineering Services for Overhead and Underground Distribution
System Design for expansions, road widening and rebuild projects asrequired.
o Total value of CIMA services in 2018 amounted to $97,884.00 CAD(excluding HST)
o Total value of Stantec services in 2018 amounted to $39,960.00 CAD(excluding HST)
There was a larger underground element with the CIMA projects in 2018 which iswhy you see an elevated spend for them over Stantec in 2018.
2) New Roster per RFP 2018-019 Hydro Line Construction Services (EWU):Contract Start Date: October 2gth,2018Roster List: Black & MacDonald & TriStar ElectricResponsible ENWIN Vice President: James BrownServices: Construction Services for Overhead and Underground DistributionElectricalwork for expansions, road widening and rebuild projects as required.Total value of Black & MacDonald services in 2018: $855,989.00 CAD(excluding HST)Total value of TriStar services in 2018: $407 ,250.00 CAD (excluding HST)
Tristar had not completed one of their main projects that started in 2018 until2019 and therefore invoice/spend isn't reflected above and is a contributing factorfor the significant split in spend between the two Vendors.
RECOMMENDATION
ENWIN Utilities Ltd. Board of Directors
That the ENWIN Utilities Ltd. Board receives the Annual Purchasing Compliance Report forthe fiscal year 2018.
ENWIN Energy Ltd. Board of Directors
That the ENWIN Energy Ltd. Board receives the Annual Purchasing Compliance Report forthe fiscal year 2018.
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o
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Windsor Canada Utilities Ltd. Board of Directors
EWU, EWE, WCU Board of Directors;WUC Board of Commissioners May 23,2019
That the Windsor Canada Utilities Ltd. Board receives the Annual Purchasing ComplianceReport for the fiscal year 2018.
Windsor Utilities Commission
That the Windsor Utilities Commission receives the Annual Purchasing Compliance Reportfor the fiscal year 2018.
Pietrangeloer of rement and Chain
PaulDirector of Affairs & Corporate Secretary
Matt CarliDirector of Finance
& cEo
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EWU, EWE, WCU Board of Directors;WUC Board of Commissioners May 23,2019
SCHEDULE 1
Disposal of Surplus Goods Report Fiscal Year 2018
DONATED MATERIAL
No materials donated to repod in 2018
SCRAPPED MATERIAL(the items listed helow are all EWU ONLY, we have no scrap to report from theother companies)
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Material Material Description QTY AverageMoving Price
