05-25-2005 HUCM
Regular Meeting
May 25,2005
Members present: President Craig Lenz; Vice President Donald Walser; Secretary
David Wetterling; Commissioner Paul Ackland; Commissioner Steven Cook; General
Manager Michael Kumm; Attorney Marc Sebora
President Lenz called the meeting to order at 3:00 pm.
Secretary Wetterling made a motion to approve the minutes of the April 27, 2005
Regular Meeting. Vice President Walser seconded the motion and it passed
unanimously.
Commissioner Ackland made a motion to ratify the payment of bills in the amount of
$3,175,596.33 (detailed listing in payable book). Secretary Wetterling seconded the
motion and it passed unanimously.
Vice President Walser made a motion to approve the financial statement and budget
year to date. Commissioner Ackalnd seconded the motion and it passed unanimously.
Secretary Wetterling made a motion to approve the MISO/GRE/FERC Settlement Offer
on Transmission Rates. Vice President Walser seconded the motion and it passed
unanimously.
After discussion to authorize the Release, Non-Interference And Confidentiality
Agreement, Commissioner Cook made a motion to deny and re-work the agreement.
Commissioner Ackland seconded the motion with a vote for further discussion. A roll
call vote was taken:
Commissioner Cook - aye; Commissioner Walser - nay; Commissioner Wetterling -
nay; Commissioner Ackland - nay; Commissioner Lenz - nay.
Motion failed 1 to 4
A motion was made by Vice President Walser to authorize the Release, Non-
Interference And Confidentiality Agreement. Secretary Wetterling seconded the motion.
A roll vote was taken:
Commissioner Walser - aye; Commissioner Wetterling - aye; Commissioner Ackland-
aye; Commissioner Lenz - aye; Commissioner Cook - nay.
Motion passed 4 t01
Commissioner Cook made a motion to approve MRES P-Membership dues. Secretary
Wetterling seconded the motion and it passed unanimously.
After discussion a motion was made by Commissioner Ackland to table the GRE
Agreement-Electric Transmission O&M Contract-ITA. Commissioner Cook seconded
the motion and it passed unanimously.
Commissioner Ackland made a motion to approve the Renewal Service Agreement
Contract for Unit #1 Chillers with Carrier Commercial Service. Vice President Walser
seconded the motion and it passed unanimously.
Discussion was held on the fuel cost adjustment clause. A solution will be coming in the
next one to two months.
Discussion was held on changes to HUC's work plan.
Division reports were presented.
There were not legal reports to present.
Old Business:
Conservation Improvement Fund
Rate study to be done on the electric side
Rate re-design on the gas side
New Business:
None
Vice President Walser made a motion to adjourn at 5:20 pm. Secretary Wetterling
seconded the motion and it passed unanimously.
David Wetterling, Secretary
ATTEST
Craig Lenz, President
0
Regular Meeting
May 25, 2005
Members present: President Craig Lenz; Vice President Donald Walser; Secretary
David Wetterling; Commissioner Paul Ackland; Commissioner Steven Cook; General
Manager Michael Kumm; Attorney Marc Sebora.
President Lenz called the meeting to order at 3:00 pm.
Secretary Wetterling made a motion to approve the minutes of the April 27, 2005
Regular Meeting. Vice President Walser seconded the motion and it passed
unanimously.
Commissioner Ackland made a motion to ratify the payment of bills in the amount of
$3,175,596.33 (detailed listing in payable book). Secretary Wetterling seconded the
motion and it passed unanimously.
Vice President Walser made a motion to approve the financial statement and budget
year to date. Commissioner Ackalnd seconded the motion and it passed unanimously.
Secretary Wetterling made a motion to approve the MISO /GRE /FERC Settlement Offer
on Transmission Rates. Vice President Walser seconded the motion and it passed
unanimously.
After discussion to authorize the Release, Non - Interference And Confidentiality
Agreement, Commissioner Cook made a motion to deny and re -work the agreement.
Commissioner Ackland seconded the motion with a vote for further discussion. A roll
call vote was taken:
Commissioner Cook — aye; Commissioner Walser — nay; Commissioner Wetterling —
nay; Commissioner Ackland — nay; Commissioner Lenz — nay.
Motion failed 1 to 4
A motion was made by Vice President Walser to authorize the Release, Non -
Interference And Confidentiality Agreement. Secretary Wetterling seconded the motion.
A roll vote was taken:
Commissioner Walser — aye; Commissioner Wetterling — aye; Commissioner Ackland —
aye; Commissioner Lenz — aye; Commissioner Cook — nay.
Motion passed 4 tot
Commissioner Cook made a motion to approve MRES P- Membership dues. Secretary
Wetterling seconded the motion and it passed unanimously.
After discussion a motion was made by Commissioner Ackland to table the GRE
Agreement - Electric Transmission O &M Contract -ITA. Commissioner Cook seconded
the motion and it passed unanimously.
Commissioner Ackland made a motion to approve the Renewal Service Agreement
Contract for Unit #1 Chillers with Carrier Commercial Service. Vice President Walser
seconded the motion and it passed unanimously.
Discussion was held on the fuel cost adjustment clause. A solution will be coming in the
next one to two months.
Discussion was held on changes to RUC's work plan.
Division reports were presented.
There were not legal reports to present.
Old Business:
Conservation Improvement Fund
Rate study to be done on the electric side
Rate re- design on the gas side
New Business:
None
Vice President Walser made a motion to adjourn at 5:20 pm. Secretary Wetterling
seconded the motion and it passed unanimously. %)
ATTES
We ff6r fing,
l/
SETTLEMENT AGREEMENT
For
MISO SCHEDULE FEE CHARGES RELATING TO THE INTEGRATED
TRANSMISSION AGREEEMENT
Between
GREAT RIVER ENERGY
A Minnesota Cooperative Corporation
And
HUTCHINSON UTILITIES COMMISSION
A Minnesota Municipal Corporation
THIS SETTLEMENT AGREEMENT (hereinafter referred to as "Agreement ") is made
this 7-5 day of Mme_ , 2005, between Great River Energy, a Minnesota
cooperative corporation, on behalf of Cooperative Power Association (CPA), United Power
Association (UPA), and /or Great River Energy hereinafter called "GRE," and Hutchinson
Utilities Commission (hereinafter called "HUC "), a Minnesota municipal corporation. For
purposes of this Agreement, "Party" shall mean GRE or HUC, and "Parties" shall mean
GRE and HUC.
RECITALS
WHEREAS, GRE owns and operates an electric utility which is engaged in the
business of transmitting and selling electric power and energy in the States of Minnesota,
North Dakota and Wisconsin; and
WHEREAS, HUC is a municipal utility engaged in the business of transmitting,
distributing, and selling electric power and energy and related services in the State of
Minnesota; and
WHEREAS, HUC has entered into an Integrated Transmission Agreement dated
October 12, 1982, (as heretofore and hereafter amended the "ITA ") with UPA and the
Southern Minnesota Municipal Power Agency (SMMPA);
WHEREAS, the Federal Energy Regulatory Commission (the "FERC ") has
approved the Carve Out treatment of the ITA under the Transmission and Energy Markets
Tariff (TEMT) of the Midwest Independent Transmission System Operator (MISO) ; and
WHEREAS, HUC and GRE desire to cooperate on the payment of MISO schedule
fee charges associated with the ITA (hereinafter referred to as "MISO Schedule Fee
Charges "),
NOW THEREFORE, the Parties agree as follows:
MISO Schedule Fee Charges. The following MISO Schedule Fee Charges provision
applies during the term of this Agreement, as denoted in Section 7, "Term of
Agreement ". While the ITA has Carve Out treatment under the MISO TEMT, the
Parties agree that GRE (or GRE's Market Participant, Split Rock Energy, hereinafter
referred to as "SRE ", as appropriate) will be the Responsible Entity for RUC's
transmission rights under the ITA. The Parties further agree that GRE is responsible for
paying the MISO Schedule Fee Charges associated with Schedules 10 and 10 -FERC, and
that HUC is responsible for paying the MISO Schedule Fee Charges associated with
Schedule 17 and real time imbalance charges if applicable under the April 15, 2005
FERC order.
2. Billing and Payment. After receipt and processing of each MISO settlement
statement, GRE and /or SRE will document HUC's share of the MISO Schedule Fee
Charges for the corresponding settlement period. GRE and /or SRE will provide such
documentation prior to invoicing HUC. GRE or SRE will invoice HUC after the 1S` of
the month following receipt of the MISO settlements statements. Upon receipt of such
invoice, but no later than 30 days after receipt, HUC agrees to pay GRE or SRE its
invoiced share of the MISO Schedule Fee Charges.
3. Right to Audit. GRE and /or SRE agree to provide to HUC sufficient documentation
for HUC use in reasonably auditing the invoices. In the event that HUC questions the
accuracy of a charge assessed by MISO, GRE and /or SRE will assist with verification of
such charges, including efforts to obtain relevant data from MISO. In the event that
HUC disputes a MISO charge, GRE and /or SRE will cooperate with HUC efforts to
contest the charges, including participation in MISO contestation procedures if
appropriate.
4. HUC Becoming MISO Member. GRE and SRE will support and will not oppose
HUC becoming a Transmission Owning Member of MISO in an existing MISO pricing
zone configuration, a MISO network service customer in such configuration, or
indirectly through representation by a third party MISO member that is responsible for
delivering HUC's load in such configuration, provided that the membership and
configuration are comparable to terms and conditions GRE is subject to in its own
membership and its own and other MISO pricing zones. Upon becoming a
Transmission Owning Member of MISO, a MISO network service customer, or
indirectly through representation by a third party MISO member that is responsible for
delivering HUC's load, HUC will be responsible for paying MISO Schedule Fee Charges
associated with Schedules 10, 10 -FERC, 16, 17 and real time imbalance charges to the
extent that it is obligated to do so under the provisions of the MISO TEMT. This
Agreement pertains solely to the allocation of cost responsibility between HUC and
GRE, and does not purport to interpret the scope of HUC's future obligations under the
MISO TEMT or confer any rights upon third -party non - signatories.
r,
Assignment. This Agreement shall be binding upon the respective Parties, their
successors and assigns, on and after the effective date hereof.
6. Governing Law. This Agreement shall be interpreted and governed by the laws of the
State of Minnesota or the laws of the United States of America, as applicable.
7. Term of Agreement. This agreement shall be retroactively effective to the start of the
MISO's, energy markets operation on April 1, 2005. This Agreement shall continue in
force and effect until HUC becomes operational as a member of the MISO, or March
31, 2006, whichever comes first.
8. Section Headings. Section headings and titles are included for the convenience of
Parties and shall not be used to construe the meaning of any provision of this
Agreement.
9. Entire Agreement. This Agreement constitutes the sole and entire agreement between
the Parties hereto and supersedes any previous written or oral agreements with respect to
the subject matter of this Agreement. No other terms or conditions shall be binding
upon either Party unless accepted by both Parties in writing.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as
of the day and year first above written.
GREAT RIVER ENERGY
A Minnesota Cooperative Corporation
G
a4A4-A a Lzf�
Terry Grove
Manager
Transmission Engineering & Services
HUTCHINSON UTILITIES
COMMISSION
A Minnesota Municipal Corporation
Michael Kumm
General Manager
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
This Release, Non - Interference and Confidentiality Agreement ( "Agreement ") is entered
into as of April 30, 2005, by and between Hutchinson Utilities Commission, a component unit of
the City of Hutchinson, Minnesota, a municipal corporation incorporated under the laws of
Minnesota, ( "Hutchinson ") and Heartland Consumers Power District, a public corporation under
the laws of South Dakota ( "Heartland "), Missouri Basin Municipal Power Agency, an
intergovernmental entity organized under Chapter 28E of the Code of Iowa and existing under the
intergovernmental cooperation statutes of the States of Iowa, Minnesota, North Dakota, and South
Dakota doing business as Missouri River Energy Services ( "MRES "), Central Minnesota
Municipal Power Agency, an agency incorporated under the laws of Minnesota ( "CMMPA "),
Otter Tail Corporation, a corporation incorporated under the laws of Minnesota DBA Otter Tail
Power Company ( "Otter Tail "), Great River Energy a corporation incorporated under the laws of
Minnesota ( "GRE "), Montana - Dakota Utilities Co., a division of MDU Resources Group, Inc., a
corporation incorporated under the laws of Delaware ( "MDU "), and Southern Minnesota
Municipal Power Agency, an agency incorporated under the laws of Minnesota ( "SMMPA ")
(cumulatively, "Remaining Participants ").
RECITALS:
A. The parties to this Agreement are all parties to a Big Stone II Steering
Committee Agreement, and Amendments #1 through #6 thereto, and other related agreements
(cumulatively, the "Project Agreements ")
CONFIDENTIAL
B. Pursuant to the Big Stone Steering Committee Agreement, as amended,
the parties have been pursuing an investigation into the feasibility of constructing a second coal-
fired generating plant at Big Stone South Dakota, and associated transmission (the "Big Stone R
Project "),
C. Pursuant to the Big Stone II Steering Committee Agreement Amendment
#6, Hutchinson has withdrawn from the Big Stone 11 Project and therefore is no longer a
Participant in the Big Stone II Project;
D. Hutchinson and the Remaining Participants now enter into this Agreement
to define their rights and obligations going forward.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
HUTCHINSON WITHDRAWAL FROM BIG STONE 11 PROJECT
Hutchinson hereby reaffirms its withdrawal from the Big Stone II Project and that
it has relinquished any and all right, title and interest in the Big Stone II Project, including but not
limited to any right to title or interest in property relating to the Big Stone II Project, whether
real, personal, intellectual, tangible or intangible.
RELEASE
2. Hutchinson, on behalf of itself and its affiliates, successors, assigns, or respective
past and present officers, shareholders, directors, employees, agents, servants, attorneys, and
representatives, does hereby fully and forever release and discharge the Remaining Participants
2
CONFIDENTIAL
from any and all obligations, responsibilities, claims, suits, demands, actions or causes of action,
of any kind or nature, whether known or unknown, disclosed or concealed, suspected or
unsuspected, foreseen or unforeseen, at law or in equity, now existing or hereafter arising and
relating in any way to the Big Stone 11 Project, including, but not limited to, any rights or
obligations created by any Project Agreements. Notwithstanding anything to the contrary herein,
however, the Remaining Participants are not released or discharged from the obligations created
by this Agreement.
The Remaining Participants, on behalf of themselves and their respective subsidiaries,
members, predecessors, parent corporations, affiliates, successors, assigns, or respective past and
present officers, shareholders, directors, employees, agents, servants, attorneys, and
representatives, do hereby fully and forever release and discharge Hutchinson from any and all
obligations, responsibilities, claims, suits, demands, actions or causes of action, of any kind or
nature, whether known or unknown, disclosed or concealed, suspected or unsuspected, foreseen
or unforeseen, at law or in equity, now existing or hereafter arising and relating in any way to the
Big Stone II Project, including, but not limited to, any rights or obligations created by any Project
Agreements. Notwithstanding anything to the contrary herein, however, Hutchinson is not
released or discharged from the obligations created by this Agreement.
NON - INTERFERENCE
3. Hutchinson, on behalf of itself and its successors, assigns, or respective past and
present officers, shareholders, directors, employees, agents, servants, attorneys, and
representatives, agrees that it shall not now or in the future disrupt, damage, impair or interfere
3
CONFIDENTIAL
with the Remaining Participants' pursuit of all aspects of the Big Stone II Project, whether by
way of disrupting the Remaining Participants' relationships with others, including but not limited
to, current or potential participants, customers, agents, representatives, vendors, government
officials, or the public, or in any other way creating, encouraging or inciting obstacles,
controversy, delay or opposition to the Big Stone II Project or any participant's involvement in
Big Stone II, including but not limited to any Remaining Participant's involvement, or in any
other way interfering with the Big Stone II Project.
CONFIDENTIALITY
4. As used herein, the term Confidential Project Information means items of a
proprietary nature to the Remaining Participants whether or not identified or labeled as such.
Confidential Project Information shall include but not be limited to all information relating to the
Big Stone II Project, all information gathered or created as part of the Big Stone II Project, and
all information disclosed by the Remaining Participants as part of their involvement in the Big
Stone II Project. Confidential Project Information may be in any form including, but not limited
to, written communications, oral communications, electronic data, electronic documents,
computer files, maps, geological and geophysical analyses, economic and engineering research
which may or may not be site - specific to the Big Stone II Project, work product, documents and
other information covering specific negotiations and discussions with other persons related to the
financing, construction, ownership, purchase and sale of materials and products, permitting and
operation of the Big Stone II Project, as well as pricing, and marketing of energy from the Big
Stone II Project. Confidential Project Information may be in any tangible form, including but not
4
CONFIDENTIAL
limited to, writings, electronic data, component specifications, drawings, and oral
communications.
As used herein, Confidential Hutchinson Information means items of a proprietary nature
to Hutchinson whether or not identified or labeled as such. Confidential Hutchinson Information
shall include but not be limited to all information disclosed by Hutchinson as part of its
involvement in the Big Stone H Project. Confidential Hutchinson Information may be in any
form including, but not limited to, written communications, oral communications, electronic
data, electronic documents, computer files, documents and other information related to
Hutchinson's involvement in the Big Stone II Project. Confidential Hutchinson Information may
be in any tangible form, including but not limited to, writings, electronic data, component
specifications, drawings, oral communications, etc. Confidential Hutchinson Information shall
not include any information useful or necessary for the Remaining Participants to continue their
pursuit of the Big Stone R Project.
5. Notwithstanding the provisions of Section 4 of this Agreement, the terms
Confidential Project Information and Confidential Hutchinson Information shall not include, and
no party shall be under any obligation to maintain in confidence, any information (or portion
thereof) disclosed to it by any other party to the extent that such information:
(i) is in the public domain at the time of disclosure; or
(ii) following disclosure, becomes generally known or available through no
action or omission on the part of the receiving party; or
(iii) is furnished to others (not parties to this agreement) by the disclosing party
5
CONFIDENTIAL
without restriction on disclosure; or
(iv) is legally required to be disclosed by judicial or other governmental action;
provided, however, that prompt notice of said judicial or other governmental
action shall be given to the disclosing party and that the disclosing party shall be
afforded the opportunity (consistent with the legal obligations of the receiving
party) to exhaust all reasonable legal remedies to maintain the information in
confidence
6. Hutchinson shall return all Confidential Project Information to the Remaining
Participants to the extent such information is capable of being returned. To the extent
Confidential Project Information is not capable of being returned, Hutchinson shall keep it
confidential and not disclose it to any other person. Hutchinson shall delete or otherwise destroy
all Confidential Project Information that is stored electronically. The Remaining Participants
shall return to Hutchinson all Confidential Hutchinson Information to the extent such
information is capable of being returned. To the extent Confidential Hutchinson Information is
not capable of being returned, the Remaining Participants shall keep it confidential and not
disclose it to any other person. The Remaining Participants shall delete or otherwise destroy all
Confidential Hutchinson Information that is stored electronically.
7. Hutchinson shall cause all its affiliates, successors, assigns, or respective past and
present officers, shareholders, directors, employees, agents, servants, attorneys, and
representatives to return to the Remaining Participants all Confidential Project Information (to
the extent it is capable of being returned), or to keep such information confidential (to the extent
6
CONFIDENTIAL
it is not capable of being returned). The Remaining Participants shall cause all their subsidiaries,
members, predecessors, parent corporations, affiliates, successors, assigns, or respective past and
present officers, shareholders, directors, employees, agents, servants, attorneys, and
representatives to return to the Remaining Participants all Confidential Hutchinson Information
(to the extent it is capable of being returned), or to keep such information confidential (to the
extent it is not capable of being returned).
The parties agree that (i) all rights to Confidential Project Information are reserved
to the Remaining Participants and that all rights to Confidential Hutchinson Information are
reserved to Hutchinson, (ii) nothing in this Agreement shall diminish or restrict in any way the
rights that each party has to market, lease, sell or otherwise make available its products and
services to any customer or third party, and (iii) no license or conveyance of any rights as to any
discoveries, inventions or patents is granted or implied by any party to any other party.
9. The obligations of confidentiality contained herein shall survive and continue for
a period of fifteen (15) years after expiration or termination of this Agreement.
MISCELLANEOUS
10. Enforcement: A breach of this Agreement may cause irreparable injury for which
monetary damages are inadequate or impossible to determine, or both. Accordingly, in addition
to all other remedies allowed by law, an aggrieved party shall be entitled to injunctive relief and
shall be entitled to collect all attorneys' fees and costs incurred in enforcing this Agreement. The
rights and remedies that a party may pursue in enforcing this Agreement are distinct, separate, and
7
irl
�J
1
CONFIDENTIAL
cumulative and no one of them, whether or not exercised, shall be deemed to be to the exclusion
of any of the others.
11. Indemnification: Hutchinson shall indemnify and hold harmless the Remaining
Participants and each of them, and shall reimburse the Remaining Participants for, from, and
against each and every loss (including diminution in value), liability, cost, and expense including,
without limitation, reasonable attorneys' fees imposed on or incurred by the Remaining
Participants, or any of them, directly or indirectly, relating to, resulting from or arising out of a
breach of this Agreement by Hutchinson or any of its subsidiaries, members, predecessors, parent
corporations, affiliates, successors, assigns, or respective past and present officers, shareholders,
directors, employees, agents, servants, attorneys, or representatives. The Remaining Participants
shall indemnify and hold harmless Hutchinson, and shall reimburse Hutchinson for, from, and
against each and every loss (including diminution in value), liability, cost, and expense including,
without limitation, reasonable attorneys' fees imposed on or incurred by Hutchinson directly or
indirectly, relating to, resulting from or arising out of a breach of this Agreement by the
Remaining Participants or any of their respective subsidiaries, members, predecessors, parent
corporations, affiliates, successors, assigns, or respective past and present officers, shareholders,
directors, employees, agents, servants, attorneys, and representatives.
12. Big Stone H Steering Committee Agreement: The Big Stone U Steering Committee
Agreement, as amended through Amendment #6, shall remain in full force and effect between and
among the Remaining Participants.
CONFIDENTIAL
13. Choice of Laws: South Dakota law shall govern the terms of this Agreement. The
prevailing party in any such action shall be entitled to recover its reasonable costs including but not
limited to attorneys' fees.
14. Entire Agreement: This Agreement represents the entire agreement of the parties
regarding Hutchinson's withdrawal form the Big Stone H Project, and contains all of the covenants,
conditions, understandings, promises, obligations and agreements between the parties hereto. This
Agreement supersedes any written or oral representations not specifically incorporated herein. This
Agreement shall not be amended, altered, revised, modified, terminated or changed, in any way,
except by further written agreement signed by the parties.
15. Successors and Assigns. The parties agree that the terms and covenants set forth
herein shall be binding upon and inure to the benefit of the parties' respective officers, directors,
members, partners, agents, employees, attorneys, assigns, representatives, parent corporations,
subsidiaries, affiliates, predecessors and successors -in- interest, as the case may be, and all references
in this Agreement to Hutchinson and the Remaining Participants, respectively, shall include their
respective officers, directors, members, partners, agents, employees, attorneys, assigns,
representatives, parent corporations, subsidiaries, affiliates, predecessors and successors -in- interest.
16. Ca tp ions. The title or captions contained in this Agreement are for convenience only
to designate the various sections of this Agreement, and shall neither restrict nor amplify the
provisions hereof. The titles and captions used in this Agreement are not to be used in construing or
interpreting this Agreement.
E
CONFIDENTIAL
17. Severability and Waiver. If any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force
and effect. A waiver by any party of any of the terms or provisions of this Agreement shall not
be construed to be a waiver of any succeeding breach or any other term or condition.
18. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together will constitute one instrument binding
upon all parties hereto, notwithstanding that all of such parties may not have executed the same
counterpart. Each party may execute a separate signature page that may be appended to a single
original of this Agreement and each of which may be delivered by facsimile.
IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be
executed on the date(s) set forth below.
[[1]
f�
1
J
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
CENTRAL MINNESOTA MUNICIPAL POWER AGENCY
Signed:
Title:
Date:
11
31 MW
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
HEARTLAND CONSUMERS POWER DISTRICT 50 MW
Signed:
Title:
Date:
1
J
12
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
MISSOURI RIVER ENERGY SERVICES
Signed:
Ti
Date:
[1
13
149 MW
[1
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
OTTER TAIL CORPORATION DBA
OTTER TAIL POWER COMPANY
Signed:
Title: Sr. Vice President
Date:
14
109 MW
1
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
GREAT RIVER ENERGY
Signed:
Date:
15
109 MW
1
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
MONTANA DAKOTA UTILITIES CO.
A DIVISION OF MDU RESOURCES GROUP, INC. 109 MW
1
16
Signed:
Title:
Date:
1
16
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY 43 MW
Signed:
Title:
Date:
n
17
0
CONFIDENTIAL
RELEASE, NON - INTERFERENCE AND CONFIDENTIALITY AGREEMENT
HUTCHINSON UTILITIES COMMISSION AND BIG STONE II PARTICIPANTS
HUTCHINSON UTILITIES COMMISSION 0 MW
Date: 5_: z t5_ — O'r
Desktop Big Stone H Project Steering Committee Agreement Amendment #6 042805.doc
IV
Carrier Commercial Service
May 2, 2005
To: Steve Lancaster
Hutchinson Utilities
225 Michigan Street
Hutchinson, MN 55350
Subj: Service Agreement Renewal — Agreement Number 553A70043
Steve,
Carrier Commercial Services appreciates the ongoing business on your Carrier
absorbers, and is committed to the proper operation of your machines.
After review of your contract, it shows that your current annual price of $19,380
as not been increased since May of 1997. Carrier is proposing a 5% increase on this price
to reflect the increased cost of materials, oils, and labor. However, your labor rate per
hour (for additional repairs) will remain unchanged.
The proposed amount is $20,349, and would continue to be billed on a quarterly
basis. The effective date would be from May l ", 2005 — April 30a', 2006, unless you
would like a multi -year contract. If so, please let me know.
Once again, Carrier Commercial Services sincerely appreciates your business and
values its relationship with Hutchinson Utilities.
Please call with any questions,
Peter Scott
Service Account Manager
Acceptance:
Date: 5 -25- 5
Printed Name: Cr e z
Carrier Corporation
L4.. D a AAAI CLn..
952.942.0038 Fax 952.942,7850
The Terms & Conditions on reverse side are part hereof
CARRIER CORPORATION
TERMS AND CONDITIONS OF SALE - SERVICE
1. PAYMENT AND TAXES -- Payment shall be made 1.25% 10 /net 30 days from date of invoice. Carrier reserves the right to require cash payment or other alternative method of payment
prior to completion of work if Carrier determines, in its sole discretion, that Customer or Customer's assignee's financial condition at any time does not justify continuance of the net
30 days payment term. In addition to the Agreement price, the Customer shall pay Carrier any applicable taxes or government charges which may be required in connection with the
service or material furnished under this Agreement.
WORKING HOURS — All services performed under this Agreement including major repairs, are to be provided during Carrier's normal working hours unless otherwise agreed.
ADDITIONAL SERVICE — Services or parts requested by Customer in addition to those specified in this Agreement will be provided upon receipt of Customer's written authorization and
invoiced at Carrier's prevailing labor rates and parts charges. Additional services or parts shall be supplied under the terins of this Agreement.
4. EXCLUSIONS -- Carrier is not responsible for items not normally subject to mechanical maintenance including but not limited to: duct work, casings, cabinets, fixtures, structural
supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes, boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for
repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled calls or emergency calls, any of which may be necessitated by negligent operation, abuse,
misuse, prior improper maintenance, vandalism, obsolescence, building system design, damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion, deterioration
due to unusual wear and tear, or any other cause beyond Carrier's control.
Carrier is not responsible for the identification, detection, abatement, encapsulating or removal of asbestos, or products or materials containing asbestos or similar hazardous substances.
In the event that Carrier encounters any asbestos product or any hazardous material in the course of performing its work, Carrier may suspend its work and remove its employees from the
project, until such product or material, and any hazards connected with it are abated. Carrier shall receive an extension of time to complete its work and compensation for delays
encountered as a result of such situation and its correction.
Carrier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, government, state,
municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer's consideration in addition to this
Agreement. Carrier shall not be required to repair or replace equipment that has not been properly maintained.
5. WARRANTY — Carrier warrants that all service provided under this Agreement shall be performed in a workmanlike manner. Carrier also warrants all Carrier parts or components
supplied hereunder to be free from defects in material and workmanship. For parts or components determined to be defective within one year from date of installation or before the
termination date of this Agreement, whichever is earlier, and in the case of service, determined to be detective within ninety (90) days of completion of that service, Carrier shall at its
option repair, replace, or issue a credit, for any such parts, components or service, provided they were not damaged, abused, or affected by chemical properties. Any claim for
defective workmanship must be provided to Carrier in writing. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Carrier's obligation to repair, replace, or issue credit for any defective parts, components
or service shall be Customer's exclusive remedy.
6. PROPRIETARY RIGHTS — During the term of this Agreement and in combination with certain services, Carrier may elect to install, attach to Customer equipment, or provide portable
devices (hardware and /or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a
fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices
which are used in connection with providing service on Customer equipment.
DELAYS — Delays caused by conditions beyond the reasonable control of either party shall not be the liability of either party to this Agreement.
CUSTOMER RESPONSIBILITIES — Customer shall:
• Provide a safe work environment.
• Permit access to Customer's site, and use of building services including but not limited to: water, elevators, receiving dock facilities, electrical service and local telephone service.
• Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures; walls or partitions that may be necessary to perform the specified service.
• Promptly notify Carrier of any unusual operating conditions.
• Upon agreement of a timely mutual schedule, allow Carrier to stop and start equipment necessary to perform service.
• Provide adequate water treatment.
• Provide the daily routine equipment operation (if not part of this Agreement) including availability of routine equipment log readings.
• Where Carrier's remote monitoring service is provided, provide and maintain a telephone line with long distance direct dial and answer capability.
• Operate the equipment properly and in accordance with instructions.
9. EQUIPMENT CONDITION & RECOMMENDED SERVICE — Upon the initial scheduled operating and /or initial annual stop inspection, should Carrier determine the need for repairs or
replacement, Carrier will provide Customer in writing an 'equipment condition' report including recommendations for corrections and the price for repairs in addition to this Agreement.
In the event Carrier recommends certain services (that are not included herein or upon initial inspection) and if Customer does not elect to have such services properly performed in a timely fashion,
Carrier shall not be responsible for any equipment or control failures, operability or any long -term damage that may result. Carrier at its option will either continue to maintain equipment and /or
controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly.
10. CUSTOMER TERMINATION — Customer shall have the right to terminate this Agreement for Carrier's non- performance provided Carrier fails to cure, such non - performance within 30
days after having been given prior written notice of the non - performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer
locations to disconnect and remove any Carrier personal proprietary property or devices as well as remove any and all Carrier -owned parts, tools and personal property. Additionally,
Customer agrees to pay Carrier for all incurred but unamortized service costs performed by Carrier including overheads and a reasonable profit.
11. CARRIER TERMINATION — Carrier reserves the right to discontinue its service any time payments have not been made as agreed or if alterations, additions or repairs are made to
equipment during the term of this Agreement by others without prior agreement between Customer and Carrier.
12, LIMITATION OF LIABILITY — Under no circumstances shall Carrier be held liable for any incidental, special or consequential damages, including loss of revenue, loss of use of
equipment or facilities, or economic damages based on strict liability or negligence. Carrier shall be liable for damage to property, other than the equipment provided under this
Agreement, and to persons, to the extent that Carrier's negligent acts or omissions directly contributed to such injury or property damage. Carrier's maximum liability for any reason
(except for personal injuries) shall consist of the refunding of all moneys paid by Customer to Carrier under this Agreement, subject to right of removal and return of equipment
provided under this Agreement to Carrier.
3. WASTE DISPOSAL — Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated during the term of this Agreement.
4, CLAIMS —Any suits arising from the performance or non - performance of this Agreement, whether based upon contract, negligence, strict liability or otherwise, shall be brought within
one (1) year from the date the claim arose.
5. GOVERNMENT PROCUREMENTS— Carrier offers standard commercial items which may not comply with Government specifications. Carrier does not complywith the Cost Accounting Standards
(CAS) nor with the Federal Acquisition Regulations (FAR). In no event shall Carrier provide any Cost or Pricing Data in connection with this Agreement or subsequent modifications.
16. SUPERSEDURE, ASSIGNMENT and MODIFICATION — This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous
or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Carrier's prior written consent. No modification to this Agreement shall be binding
unless in writing and signed by both parties.
Rev. 01/99
Service