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03-31-2010 HUCMRegular Meeting March 31, 2010 Members present: President Dwight Bordson; Vice President Robert Hantge; Secretary Craig Lenz; Commissioner Donald H. Walser; Commissioner Paul Nordin; Attorney Marc Sebora; General Manager Michael Kumm President Bordson called the meeting to order at 3:00 p.m. The minutes of the March 3, 2010 regular meeting, and the minutes of the March 24, 2010 special meeting were reviewed. A motion was made by Secretary Lenz, seconded by Commissioner Nordin to approve the minutes as written. Motion was unanimously carried. Paul Harvego of Conway, Deuth & Schmiesing, PLLP, was welcomed to the meeting. Mr. Harvego presented the financial audit for 2009. After discussion Mr. Harvego commended the staff and Jared Martig, financial manager, for all of the accomplishments in 2009. He also commended GM Kumm for a great job in 2009. Secretary Lenz made a motion, seconded by Commissioner Walser to approve the financial audit for 2009. Motion was unanimously carried. GM Kumm presented the February 2010 accounts payable. After discussion a motion was made by Secretary Lenz, seconded by Vice President Hantge to ratify the payment of bills in the amount of $3,409,059.72 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the February 2010 financial statements /budget year -to -date. After discussion, a motion was made by Vice President Hantge, seconded by Commissioner Nordin to approve the financial statements /budget year -to -date. Motion was unanimously carried. GM Kumm presented the HTI firm gas transportation agreement. This agreement will go into effect May 1, 2010. After discussion, a motion was made by Commissioner Walser, seconded by Vice President Hantge to approve the HTI firm gas transportation agreement. Motion was unanimously carried. Commissioner Walser asked to let it be known that President Bordson abstained from voting because of a conflict of interest, and Vice President Hantge performed the duties as acting president. Commissioner Walser amended the motion, seconded by Vice President Hantge to approve the HTI firm gas transportation agreement. Motion was unanimously carried. Dwight Bordson resumed the chair as President. GM Kumm presented the changes to the employees' handbooks. These changes are at the request of our labor attorney. The sections involved are: • Purpose of This Handbook — exempt and non - exempt. A motion was made by Commissioner Nordin, seconded by Secretary Lenz to approve changes to the section Purpose of This Handbook. Motion was unanimously carried. (Changes attached.) • Worker's Compensation — exempt and non - exempt. A motion was made by Secretary Lenz, seconded by Commissioner Walser to approve changes to the section Worker's Compensation. Motion was unanimously carried. (Changes attached.) • Sick Leave — exempt only. There are no changes to this section, just in the wording to make it clearer and easier to understand. The new wording is mirrored after the labor contract which is easy to read. After discussion it was decided to table this section and to consult with Brenda Ewing, Human Resource Director for the City of Hutchinson, and bring back to the board at the next meeting. GM Kumm presented HUC's purchasing policy / credit cards / fixed assets. This is part of our policy review and for discussion only. No changes were made to this policy. GM Kumm presented the natural gas risk management (timing model) purchase for ratification. This was a good deal that HUC took advantage of, and because of the constant change in pricing, we had to act quickly. After discussion, a motion was made by Commissioner Walser, seconded by Secretary Lenz to ratify the natural gas risk management (timing model) purchase. Motion was unanimously carried. (Pricing attached.) The AMI antenna site lease agreement with the City of Hutchinson was tabled until next month's meeting. GM Kumm presented requisition #003919 for 180 meters, regulators and meter bar assemblies from Groebner and Associates. These are meters needed for 2010 as well as AMI meters. Vice President Hantge made a motion, seconded by Commissioner Nordin to approve requisition #003919 for 180 meters, regulators and meter bar assemblies from Groebner and Associates for $28,857.60. Motion was unanimously carried. (Requisition attached.) Hutchinson Utilities breakfast meeting is scheduled for April 29, 2010. Our ten largest electric and gas customers are invited to our annual breakfast meeting. A motion was made by Secretary Lenz, seconded by Commissioner Nordin to declare our breakfast meeting on April 29, 2010 at 7:00 a.m. as an open meeting. Motion was unanimously carried. GM Kumm reported on the following: • Working on the purchase power agreement with MRES. Scheduled a telephone conference with RW Beck and attorneys. Should have an agreement for the April meeting. • Still working on the territory agreement with McLeod Coop. Hope to have an agreement for the board to act on at the April or May meeting. Division reports: Accounting — Jared Martig • Working on security system at the material distribution center (new inventory building) • Big Stone II payback is set up on an ACH • Remodeling project is completed • Will be getting financial software — waiting for that schedule Electric — Steve Lancaster • Gene Wiedenroth has announced his retirement on June 1, 2010 • Attended an APPA conference in Omaha and HUC was awarded an RP3 Award — Reliable Public Power. There are three categories of awards: 'Diamond'/ `Platinum' /'Gold' -- HUC received the Platinum award and a plaque commending us on our reliability. Business — Jan Sifferath • Nothing to report Legal Update Nothing to report Unfinished Business Commissioner Walser asked if there was anything to report from the committee members working with the City on reviewing the numbers for the general transfer fund formula. o We are still waiting for possible scheduling dates Commissioner Walser asked if there was anything to report from Acoma Township regarding a franchise agreement. o We have not heard anything more from them. New Business None There being no further business, a motion was made by Vice President Hantge, seconded by Commissioner Walser to adjourn the meeting at 4:40 p.m. Motion was unanimously carried. ATTEST: Dwight Bordson, President Craig Lenz, Secretary Regular Meeting March 31, 2010 Members present: President Dwight Bordson; Vice President Robert Hantge; Secretary Craig Lenz; Commissioner Donald H. Walser; Commissioner Paul Nordin; Attorney Marc Sebora; General Manager Michael Kumm President Bordson called the meeting to order at 3:00 p.m. The minutes of the March 3, 2010 regular meeting, and the minutes of the March 24, 2010 special meeting were reviewed. A motion was made by Secretary Lenz, seconded by Commissioner Nordin to approve the minutes as written. Motion was unanimously carried. Paul Harvego of Conway, Deuth & Schmiesing, PLLP, was welcomed to the meeting. Mr. Harvego presented the financial audit for 2009. After discussion Mr. Harvego commended the staff and Jared Martig, financial manager, for all of the accomplishments in 2009. He also commended GM Kumm for a great job in 2009. Secretary Lenz made a motion, seconded by Commissioner Walser to approve the financial audit for 2009. Motion was unanimously carried. GM Kumm presented the February 2010 accounts payable. After discussion a motion was made by Secretary Lenz, seconded by Vice President Hantge to ratify the payment of bills in the amount of $3,409,059.72 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the February 2010 financial statements /budget year -to -date. After discussion, a motion was made by Vice President Hantge, seconded by Commissioner Nordin to approve the financial statements /budget year -to -date. Motion was unanimously carried. GM Kumm presented the HTI firm gas transportation agreement. This agreement will go into effect May 1, 2010. After discussion, a motion was made by Commissioner Walser, seconded by Vice President Hantge to approve the HTI firm gas transportation agreement. Motion was unanimously carried. Commissioner Walser asked to let it be known that President Bordson abstained from voting because of a conflict of interest, and Vice President Hantge performed the duties as acting president. Commissioner Walser amended the motion, seconded by Vice President Hantge to approve the HTI firm gas transportation agreement. Motion was unanimously carried. Dwight Bordson resumed the chair as President. GM Kumm presented the changes to the employees' handbooks. These changes are at the request of our labor attorney. The sections involved are: • Purpose of This Handbook — exempt and non - exempt. A motion was made by Commissioner Nordin, seconded by Secretary Lenz to approve changes to the section Purpose of This Handbook. Motion was unanimously carried. (Changes attached.) • Worker's Compensation — exempt and non - exempt. A motion was made by Secretary Lenz, seconded by Commissioner Walser to approve changes to the section Worker's Compensation. Motion was unanimously carried. (Changes attached.) • Sick Leave — exempt only. There are no changes to this section, just in the wording to make it clearer and easier to understand. The new wording is mirrored after the labor contract which is easy to read. After discussion it was decided to table this section and to consult with Brenda Ewing, Human Resource Director for the City of Hutchinson, and bring back to the board at the next meeting. GM Kumm presented HUC's purchasing policy / credit cards / fixed assets. This is part of our policy review and for discussion only. No changes were made to this policy. GM Kumm presented the natural gas risk management (timing model) purchase for ratification. This was a good deal that HUC took advantage of, and because of the constant change in pricing, we had to act quickly. After discussion, a motion was made by Commissioner Walser, seconded by Secretary Lenz to ratify the natural gas risk management (timing model) purchase. Motion was unanimously carried. (Pricing attached.) The AMI antenna site lease agreement with the City of Hutchinson was tabled until next month's meeting. GM Kumm presented requisition #003919 for 180 meters, regulators and meter bar assemblies from Groebner and Associates. These are meters needed for 2010 as well as AMI meters. Vice President Hantge made a motion, seconded by Commissioner Nordin to approve requisition #003919 for 180 meters, regulators and meter bar assemblies from Groebner and Associates for $28,857.60. Motion was unanimously carried. (Requisition attached.) Hutchinson Utilities breakfast meeting is scheduled for April 29, 2010. Our ten largest electric and gas customers are invited to our annual breakfast meeting. A motion was made by Secretary Lenz, seconded by Commissioner Nordin to declare our breakfast meeting on April 29, 2010 at 7:00 a.m. as an open meeting. Motion was unanimously carried. GM Kumm reported on the following: • Working on the purchase power agreement with MRES. Scheduled a telephone conference with RW Beck and attorneys. Should have an agreement for the April meeting. • Still working on the territory agreement with McLeod Coop. Hope to have an agreement for the board to act on at the April or May meeting. Division reports: Accounting — Jared Martig • Working on security system at the material distribution center (new inventory building) • Big Stone II payback is set up on an ACH • Remodeling project is completed • Will be getting financial software — waiting for that schedule Electric — Steve Lancaster • Gene Wiedenroth has announced his retirement on June 1, 2010 Attended an APPA conference in Omaha and HUC was awarded an RP3 Award — Reliable Public Power. There are three categories of awards: 'Diamond'/ `Platinum' /'Gold' -- HUC received the Platinum award and a plaque commending us on our reliability. Business — Jan Sifferath • Nothing to report Legal Update Nothing to report Unfinished Business Commissioner Walser asked if there was anything to report from the committee members working with the City on reviewing the numbers for the general transfer fund formula. o We are still waiting for possible scheduling dates Commissioner Walser asked if there was anything to report from Acoma Township regarding a franchise agreement. o We have not heard anything more from them. New Business None There being no further business, a motion was made by Vice President Hantge, seconded by Commissioner Walser to adjourn the meeting at 4:40 p.m. Motion was unanimously carried. ATTEST: D fight EYordsK6, President ��ytCNlNgg� 015TI Hutchinson Utilities Commission 225 Michigan Street Hutchinson Minnesota 55350 Dwight Bordson President Robert Hantge Vice President Craig Lenz Secretary Donald H. Walser Commissioner Paul Nordin Commissioner Michael Kumm General Manager Tel 320 - 587 -4746 Fax 320 - 587 -4721 AGREEMENT THIS AGREEMENT ( "AGREEMENT ") IS MADE AND ENTERED INTO THIS DAY OF MARCH, 2010, TO BE EFFECTIVE AS OF THE 1 ST DAY OF MAY, 2010, BY AND BETWEEN HUTCHINSON TECHNOLOGY, INC. ("HTI") WITH OFFICES LOCATED AT 40 WEST HIGHLAND PARK DRIVE NE, HUTCHINSON, MINNESOTA, 55350 AND HUTCHINSON UTILITIES COMMISSION ( "HUC ") A MINNESOTA MUNICIPAL UTILITY LOCATED AT 225 MICHIGAN ST SE, HUTCHINSON, MINNESOTA, 55350. HTI AND HUTCHINSON SHALL HEREINAFTER SOMETIMES BE REFERRED TO SEPARATELY AS "PARTY" OR JOINTLY AS "PARTIES." WHEREAS, HTI DESIRES TO PURCHASE, AND HUC SHALL PROVIDE, FIRM GAS FOR USE AT HTI'S HUTCHINSON HEADQUARTERS/PLANT: AND, WHEREAS, HTI DOES ACKNOWLEDGE THAT HUC WILL, IN RELIANCE UPON THIS AGREEMENT, ENTER INTO AN AGREEMENT TO PROVIDE FIRM GAS AND TRANSPORTATION. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES MAKE THE FOLLOWING AGREEMENT: HUC SHALL PROVIDE, AND HTI SHALL ACCEPT, FIRM GAS COMMENCING MAY 1, 2010, AT 9:00 A.M. AND TERMINATING ON MAY 1, 201 1, AT 9:00 A.M. [1] i 1. AVAILABILITY A. GENERAL FIRM TRANSPORTATION SERVICE UNDER THIS AGREEMENT SHALL BE AVAILABLE TO HTI UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS SERVICE MAY NOT BE CURTAILED OR INTERRUPTED EXCEPT PURSUANT TO THE TERMS OF THIS AGREEMENT. B. THE COST FOR ADDITIONAL CAPACITY OR NEW INSTALLATIONS UTILIZING THIS SERVICE SHALL BE BILLED TO HTI. HTI MUST SUBMIT A WRITTEN REQUEST TO HUC FOR ADDITIONAL CAPACITY /NEW INSTALLATIONS. ALL ADDITIONAL COSTS MUST BE PRE - APPROVED, IN WRITING, BY HTI. C. COMPLIANCE WITH AGREEMENTS SERVICE UNDER THIS AGREEMENT SHALL NOT COMMENCE UNTIL BOTH PARTIES HAVE FULLY EXECUTED THIS AGREEMENT AND COMPLIED WITH ALL RELEVANT REQUIREMENTS CONTAINED HEREIN. D. AGREEMENT CHANGES HUC HAS THE RIGHT TO MODIFY THIS AGREEMENT DUE TO CHANGES IMPOSED BY HUC'S CURRENT NATURAL GAS TRANSMISSION PROVIDERS AND FEDERAL, STATE AND LOCAL REGULATORS /AUTHORITIES. 2. TERM THE INITIAL TERM FOR SERVICE UNDER THIS AGREEMENT IS ONE (1) YEAR. HTI MUST NOTIFY HUC IN WRITING THREE (3) MONTHS PRIOR TO THE EXPIRATION OF THE TERM IF HTI DESIRES TO CONTINUE SERVICE UNDER THIS AGREEMENT. IF HTI HAS COMPLIED WITH ALL TERMS OF THIS AGREEMENT, AND HAS NO OUTSTANDING ARREARAGES, HTI MAY, UPON WRITTEN NOTICE PROVIDED TO HUC THREE (3) MONTHS PRIOR TO THE EXPIRATION OF THE CURRENT TERM, EXTEND THIS AGREEMENT FOR A MUTUALLY AGREED-UPON PERIOD. IF A TERM FOR THE EXTENSION CANNOT BE AGREED UPON BY HTI AND HUC, THE PARTIES AGREE TO A MINIMUM TERM OF ONE (1) YEAR. IF SUCH TIMELY NOTICE IS NOT PROVIDED BY HTI, HUC IS NOT OBLIGATED TO RENEW SERVICE FOR HTI. (21 3. RATES A. RATES FOR SERVICE THE FOLLOWING CHARGES SHALL APPLY TO THE FIRM COMMODITY AND TRANSPORTATION CAPACITY TO BE PROVIDED TO HTI BY HUC: COMMODITY MONTHLY INSIDE FERC VENTURA INDEX, AS PUBLISHED BY PLATT'S "GAS DAILY ", PLUS /MINUS THE NNG VENTURA TO NBPL VENTURA MONTHLY PREMIUM. 2. MONTHLY DEMAND CHARGE MONTHLY DEMAND CHARGE PER -- $10.33 MCF OF BILLING DEMAND 3. TRANSPORTATION CHARGE TRANSPORTATION CHARGE, PER METERED MCF -- $0.83 THIS CHARGE SHALL BE ADJUSTED, STARTING ON MAY 1, 201 1 AND ON EACH MAY 1 THEREAFTER, ACCORDING TO ANY CHANGE IN THE CPI-U FROM THE PREVIOUS YEAR: PROVIDED HOWEVER, THAT SUCH CHARGE SHALL NEVER BE LESS THAN $0.83. CPI -U SHALL MEAN THE ANNUAL AVERAGE CONSUMER PRICE INDEX -- ALL URBAN CONSUMERS AS PUBLISHED BY THE UNITED STATES DEPARTMENT OF LABOR, BUREAU OF STATISTICS, WASHINGTON, C.C.. 4. TAXES THE ABOVE CHARGES DO NOT INCLUDE ANY TAXES. B. METERING HTI SHALL PAY ALL COSTS ASSOCIATED WITH THE INSTALLATION OF METERS AND ANY OTHER EQUIPMENT NECESSARY FOR HTI TO RECEIVE SERVICE UNDER THIS AGREEMENT UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN HTI AND HUC. HUC SHALL SUBMIT A WRITTEN ESTIMATE TO HTI ITEMIZING ALL COSTS ASSOCIATED WITH THE INSTALLATION OF REQUIRED METERING AND OTHER EQUIPMENT NECESSARY FOR HTI TO RECEIVE SERVICE UNDER THIS AGREEMENT. HTI MUST [31 PROVIDE WRITTEN APPROVAL TO HUC AUTHORIZING PURCHASE OF SAID EQUIPMENT. 4. RECONNECTION CHARGE ANY TRANSPORTATION CUSTOMER RECEIVING SERVICE PURSUANT TO THIS AGREEMENT MUST PAY THE "RECONNECTION CHARGE" AS SET FORTH WHEN REQUESTING A RETURN TO HUC'S SYSTEM SUPPLY FOR ALL OR ANY PORTION OF THE TRANSPORTATION CUSTOMER'S DAILY REQUIREMENTS. THE RECONNECTION CHARGE SHALL BE CALCULATED ON A MONTHLY BASIS AND SHALL CONSIST OF A REALIGNMENT SURCHARGE THAT APPLIES TO ALL VOLUMES MEASURED BY HTI'S INDUSTRIAL METER. A. TERM SIX MONTHS - COMMENCING WITH THE FIRST MONTH FOLLOWING THE TERMINATION OF THIS AGREEMENT B. REALIGNMENT SURCHARGE THE REALIGNMENT SURCHARGE SHALL BE IN ADDITION TO THE INDUSTRIAL RATE AS PUBLISHED BY HUC. THE REALIGNMENT SURCHARGE (RS) SHALL BE CALCULATED AS FOLLOWS: RS = MONTHLY INSIDE FERC VENTURA INDEX, AS PUBLISHED BY PLATT'S "GAS DAILY ", PLUS /MINUS THE NNG VENTURA TO NBPL VENTURA MONTHLY PREMIUM MINUS HUC'S "BASE RATE" ($7.88 IN 2010). PROVIDED, HOWEVER, THAT SUCH SURCHARGE SHALL NEVER BE LESS THAN $0.00. 5. BILLING AND PAYMENT A. BILLING INVOICE WILL BE RENDERED TO HTI, OR ITS AGENT, BY THE FIFTEENTH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH SERVICE IS RENDERED BY HUC. B. PAYMENT PAYMENT IS DUE FROM HTI ON OR BEFORE THE TENTH DAY FOLLOWING THE DATE THE BILL IS ISSUED BY HUC. A LATE PAYMENT CHARGE OF ONE AND ONE -HALF PERCENT PER MONTH, OR THE LEGALLY AUTHORIZED MAXIMUM INTEREST (41 RATE, WHICHEVER IS LOWER, SHALL BE LEVIED ON ANY UNPAID BALANCE. 6. CONDITIONS OF SERVICE A. HUC HEREBY CERTIFIES THAT IT HAS SUFFICIENT FIRM TRANSPORTATION CAPACITY TO PROVIDE THE AMOUNT OF FIRM TRANSPORTATION SERVICE TO HTI PURSUANT TO THE TERMS OF THIS AGREEMENT FOR THE TERM OF THIS AGREEMENT. C. UNLESS OTHERWISE AGREED BETWEEN HTI AND HUC, HTI WILL REIMBURSE HUC FOR THE COST OF METERING AND ANY OTHER EQUIPMENT AS REQUIRED BY HUC TO PROVIDE SERVICE TO HTI UNDER THIS AGREEMENT. ALL SUCH EQUIPMENT SHALL REMAIN THE PROPERTY OF HUC. HUC SHALL SUBMIT A WRITTEN ESTIMATE TO HTI ITEMIZING ALL COSTS ASSOCIATED WITH THE INSTALLATION OF REQUIRED METERING AND OTHER EQUIPMENT NECESSARY FOR HTI TO RECEIVE SERVICE UNDER THIS AGREEMENT. HTI MUST PROVIDE WRITTEN APPROVAL TO HUC AUTHORIZING PURCHASE OF SAID EQUIPMENT. D. UNLESS OTHERWISE AGREED TO IN WRITING BY HUC AND HTI, AUTOMATIC TELEMETERING EQUIPMENT IS REQUIRED. HTI SHALL PROVIDE TELEPHONE, COMPUTER AND OTHER INTERFACES, AS WELL AS ELECTRIC CONNECTIONS TO THE METER(S), AS AGREED TO BY HTI AND HUG. ALL MONTHLY UTILITY FEES (TELEPHONE, ELECTRICITY, ETC.) SHALL BE BORNE BY HTI. HTI SHALL PROVIDE HUC WITH ACCESS SO THAT HUC MAY OPERATE AND MAINTAIN SAID EQUIPMENT. E. HUC SHALL PROVIDE HTI (OR AGENT) WITH A DAILY USAGE REPORT VIA EMAIL FOR NOMINATION PURPOSES. 7. NOMINATIONS A. FIRST OF THE MONTH NOMINATIONS BY 7:00 A.M. CENTRAL CLOCK TIME ( "C.C.T. "), BY THE 1 5TH DAY OF THE MONTH PRIOR TO GAS FLOW, HTI, OR ITS DESIGNATED AGENT, SHALL PROVIDE HUC A WRITTEN ESTIMATE OF HTI'S DAILY FIRM BASE LOAD LEVEL OF NATURAL GAS REQUIRED FOR THE FOLLOWING MONTH. IN THE EVENT HUC HAS NOT RECEIVED THE BASE LOAD NOMINATION FROM HTI BY THE ABOVE DESIGNATED TIME, HUC SHALL NOMINATE THE CURRENT MONTH'S BASE LOAD LEVEL FOR THE FOLLOWING MONTH. 151 B. DAILY NOMINATIONS HTI, OR ITS DESIGNATED AGENT, SHALL NOTIFY HUC OF ANY REQUESTED CHANGE TO ITS NOMINATION, IN WRITING, BY 7:00 A.M. C.C.T AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE DATE OF THE REQUESTED CHANGE. HUG SHALL GRANT SUCH REQUESTS IN ITS REASONABLE DISCRETION. C. GAS DAY THE GAS DAY SHALL RUN FROM 9:00 A.M. TO 9:00 A.M. CENTRAL STANDARD TIME. 8. DAILY SWING SUPPLY HUC AGREES TO PROVIDE DAILY SWING SUPPLY TO HTI AT THE APPLICABLE PRICE, AS PUBLISHED FOR THE DAY BY PLATT'S "GAS DAILY" IN ITS "DAILY PRICE SURVEY ($ /DTH)" FOR "NORTHERN, VENTURA" "MIDPOINT" ( "DAILY INDEX ") PLUS /MINUS $0.01. SWING SUPPLY IS DEFINED AS SUPPLY INCREASES OR DECREASES, FROM CONTRACTED LEVELS, NOMINATED AT LEAST 24 HOURS PRIOR TO THE START OF THE GAS DAY. 9. REAL-TIME BALANCING HUC SHALL PROVIDE HTI WITH REAL-TIME BALANCING, BASED ON THE FOLLOWING: BEST EFFORTS REAL -TIME SWING NOMINATED LESS THAN 24 HOURS PRIOR TO THE END OF THE GAS DAY ON A BEST EFFORTS BASIS, PRICED AT THE APPLICABLE PRICE, AS PUBLISHED FOR THE DAY BY PLATT'S "GAS DAILY" IN ITS "DAILY PRICE SURVEY ($ /DTH)" FOR "NORTHERN, VENTURA" "MIDPOINT" ( "DAILY INDEX "), PLUS /MINUS $0.15. 10. AGENTS A. DESIGNATION OF AGENTS HTI MAY DESIGNATE AN AGENT FOR NOMINATING VOLUMES FOR TRANSPORTATION ON HOC'S SYSTEM. HTI SHALL NOTIFY HUC IN WRITING AT LEAST FIFTEEN 0 5) BUSINESS DAYS PRIOR TO THE FIRST DAY OF THE MONTH IN WHICH SUCH SERVICES WILL BE UTILIZED THAT A THIRD PARTY HAS BEEN DESIGNATED AS HTI'S AGENT AND SHALL ACT AS AGENT FOR HTI FOR PURPOSES OF NOMINATIONS, BILLING, AND /OR OTHER FUNCTIONS AS [6] SPECIFIED BY HTI. IF HTI UTILIZES AN AGENT FOR ANY OR ALL OF THESE PURPOSES, HTI AGREES THAT INFORMATION TO BE SUPPLIED BY HUC TO HTI MAY BE SUPPLIED ONLY TO THE AGENT AND THAT INFORMATION SUPPLIED BY THE AGENT TO HUC SHALL BE RELIED UPON BY HUC AS IF PROVIDED BY HTI. HUC SHALL BE HELD HARMLESS FOR ANY ERRORS BETWEEN HTI AND SAID AGENT. SUCH DESIGNATION SHALL REMAIN IN EFFECT UNTIL HTI NOTIFIES HUC IN WRITING THAT THE PREVIOUSLY DESIGNATED AGENT IS NO LONGER ITS AGENT. B. INFORMATION REQUIRED HTI SHALL PROVIDE THE FOLLOWING INFORMATION TO HUC CONCERNING EACH AGENT USED BY HTI FOR ANY PURPOSE: NAME AND ADDRESS OF THE AGENT OR AGENTS: 2. PRIMARY AND SECONDARY CONTACT PERSONS FOR THE AGENT OR AGENTS; 3. TELEPHONE AND FACSIMILE NUMBER FOR PRIMARY AND SECONDARY CONTACT PERSONS FOR THE AGENT OR AGENTS; AND 4. TWENTY-FOUR HOUR TELEPHONE NUMBER FOR WEEKENDS AND HOLIDAYS FOR THE AGENT OR AGENTS. C. HTI To REMAIN LIABLE HTI MAY ELECT TO HAVE ITS BILL FOR SERVICES UNDER THIS AGREEMENT SENT DIRECTLY TO ITS AGENT. HOWEVER, IF HTI SELECTS THIS OPTION, HTI REMAINS FULLY LIABLE FOR ANY BILL RENDERED BY HUC. ALL DEADLINES SET FORTH IN THIS AGREEMENT SHALL CONTINUE TO APPLY, REGARDLESS OF WHETHER HUC'S BILL IS SENT DIRECTLY TO HTI OR TO HTI'S DESIGNATED AGENT. [71 1 1 . FORCE MAJEURE. A. DEFINITION EITHER PARTY SHALL BE EXCUSED FROM PERFORMANCE UNDER THIS AGREEMENT BY FORCE MAJEURE ACTS AND EVENTS. "FORCE MAJEURE" SHALL MEAN ACTS AND EVENTS NOT WITHIN THE CONTROL OF THE PARTY CLAIMING FORCE MAJEURE, AND SHALL INCLUDE, BUT NOT BE LIMITED TO, ACTS OF GOD, STRIKES, LOCKOUTS, MATERIAL, EQUIPMENT, OR LABOR SHORTAGES, WARS, RIOTS, INSURRECTIONS, EPIDEMICS, LANDSLIDES, EARTHQUAKES, FLOODS, FIRES, STORMS, GOVERNMENT OR COURT ORDERS, CIVIL DISTURBANCES, EXPLOSIONS, BREAKAGE OR ACCIDENT TO MACHINERY OR PIPELINES, FREEZING OF WELLS OR PIPELINES, OR ANY OTHER CAUSE OF WHATEVER KIND, WHETHER SPECIFICALLY ENUMERATED HEREIN OR NOT, THAT IS NOT WITHIN THE CONTROL OF THE PARTY CLAIMING FORCE MAJEURE. B. EFFECT 1. IF HUC IS UNABLE TO PROVIDE SERVICE UNDER THIS AGREEMENT DUE. TO A FORCE MAJEURE ACT OR EVENT, HUC'S OBLIGATION TO PROVIDE SERVICE UNDER THIS AGREEMENT SHALL BE SUSPENDED FOR THE DURATION OF THE ACT OR EVENT. HUC SHALL NOTIFY HTI OF THE FORCE MAJEURE EVENT AS SOON AS REASONABLY POSSIBLE BY ANY MEANS PRACTICABLE, INCLUDING, BUT NOT LIMITED TO, TELEPHONE OR FACSIMILE, AND SHALL CONFIRM THE DETAILS OF THE FORCE MAJEURE ACT OR EVENT IN WRITING WITHIN A REASONABLE AMOUNT OF TIME THEREAFTER. HUC SHALL WORK TO REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY POSSIBLE AND SHALL KEEP HTI APPRISED OF THE TIME, DATE, AND CIRCUMSTANCES WHEN SERVICE UNDER THIS AGREEMENT SHALL BE RESTORED. HTI 1S NOT REQUIRED TO PAY ANY CHARGES UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. 2. IF HTI IS UNABLE TO TAKE SERVICE UNDER THIS AGREEMENT DUE TO A FORCE 181 MAJEURE ACT OR EVENT, HOC'S OBLIGATION TO PROVIDE SERVICE UNDER THIS AGREEMENT SHALL BE SUSPENDED FOR THE DURATION OF THE ACT OR EVENT. HTI SHALL NOTIFY HUC OF THE FORCE MAJEURE EVENT AS SOON AS REASONABLY POSSIBLE BY ANY MEANS PRACTICABLE, INCLUDING, BUT NOT LIMITED TO, TELEPHONE OR FACSIMILE, AND SHALL CONFIRM THE DETAILS OF THE FORCE MAJEURE ACT OR EVENT IN WRITING WITHIN A REASONABLE AMOUNT OF TIME THEREAFTER. HTI SHALL WORK TO REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY POSSIBLE AND SHALL KEEP HUC APPRISED OF THE TIME, DATE, AND CIRCUMSTANCES WHEN HTI WILL RESUME SERVICE UNDER THIS AGREEMENT. HUC IS NOT REQUIRED TO PROVIDE SERVICE UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. 12. LAWS REGULATIONS AND ORDERS. SERVICE UNDER THIS AGREEMENT IS SUBJECT TO ALL PRESENT AND FUTURE VALID LAWS, ORDERS, RULES, REGULATIONS, ETC, ISSUED BY ANY FEDERAL, STATE, OR LOCAL AUTHORITY HAVING JURISDICTION OVER THE MATTERS SET FORTH HEREIN. 13. MISCELLANEOUS PROVISIONS. A. DECLARATION OF INVALIDITY IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED TO BE INVALID, VOID, OR UNENFORCEABLE BY ANY COURT OR OTHER ENTITY HAVING JURISDICTION, SUCH DETERMINATION SHALL NOT INVALIDATE, VOID, OR MAKE UNENFORCEABLE ANY OTHER PROVISION, AGREEMENT OR COVENANT OF THIS AGREEMENT; AND THE PARTIES AGREE TO NEGOTIATE IN GOOD FAITH A REPLACEMENT TO SUCH INVALID, VOID OR UNENFORCEABLE PROVISION AND /OR ANY OTHER AMENDMENTS AS MAY BE NECESSARY TO ENSURE THAT THE AGREEMENT AS A WHOLE REFLECTS THE ORIGINAL INTENTIONS OF THE PARTIES. 191 i %" B. NO CONTINUING WAIVER NO WAIVER OF ANY BREACH OF THIS AGREEMENT SHALL BE HELD TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH. C. LIMITATION ON AGREEMENT THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT IT IS NEITHER THE PURPOSE OF THIS AGREEMENT NOR THEIR INTENT TO CREATE A PARTNERSHIP, JOINT VENTURE CONTRACT OR COMPANY, ASSOCIATION OR TRUST, FIDUCIARY RELATIONSHIP OR PARTNERSHIP BETWEEN THEM. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL HAVE ANY AUTHORITY TO ACT FOR OR ASSUME ANY OBLIGATIONS, OR RESPONSIBILITIES ON BEHALF OF, THE OTHER PARTY. D. COMPLETE AGREEMENT THIS AGREEMENT SETS FORTH ALL UNDERSTANDINGS BETWEEN THE PARTIES AS OF THE EFFECTIVE DATE HEREIN. ANY PRIOR CONTRACTS, UNDERSTANDINGS AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, RELATING TO THE MATTERS ADDRESSED IN THIS AGREEMENT ARE MERGED INTO AND SUPERSEDED BY THIS AGREEMENT. THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITING EXECUTED BY BOTH PARTIES. E. GOVERNING LAW THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF MINNESOTA, EXCLUDING, HOWEVER, ANY CONFLICT OF LAW THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION. F. CONFIDENTIALITY REQUIRED NEITHER PARTY SHALL DISCLOSE DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY THE TERMS OF THIS AGREEMENT TO A THIRD PARTY, EXCLUDING HTI'S AGENT, EXCEPT (1) IN ORDER TO COMPLY WITH ANY APPLICABLE LAW, LEGAL PROCESS, ORDER, REGULATION, OR EXCHANGE RULE; (11) TO THE EXTENT NECESSARY FOR THE ENFORCEMENT OF THIS AGREEMENT; AND (111) TO THE EXTENT NECESSARY TO IMPLEMENT AND PERFORM THIS AGREEMENT. EACH PARTY SHALL NOTIFY THE OTHER PARTY OF ANY DEMAND 1101 OR PROCEEDING OF WHICH IT IS AWARE WHICH MAY RESULT IN DISCLOSURE OF THE TERMS OF THIS AGREEMENT (OTHER THAN AS PERMITTED HEREUNDER) AND USE REASONABLE EFFORTS TO PREVENT OR LIMIT THE DISCLOSURE. THE PARTIES SHALL BE ENTITLED TO ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY TO ENFORCE OR SEEK RELIEF IN CONNECTION WITH THIS CONFIDENTIALITY OBLIGATION. THE TERMS OF THIS AGREEMENT SHALL BE KEPT CONFIDENTIAL BY THE PARTIES HERETO FOR TWO YEARS FROM THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN THE EVENT THAT DISCLOSURE IS REQUIRED BY A GOVERNMENTAL BODY OR APPLICABLE LAW, THE PARTY SUBJECT TO SUCH REQUIREMENT MAY DISCLOSE THE MATERIAL TERMS OF THIS AGREEMENT TO THE EXTENT SO REQUIRED, BUT SHALL PROMPTLY NOTIFY THE OTHER PARTY, PRIOR TO DISCLOSURE, AND SHALL COOPERATE (CONSISTENT WITH THE DISCLOSING PARTY'S LEGAL OBLIGATIONS) WITH THE OTHER PARTY'S EFFORTS TO OBTAIN PROTECTIVE ORDERS OR SIMILAR RESTRAINTS WITH RESPECT TO SUCH DISCLOSURE AT THE EXPENSE OF THE OTHER PARTY. G. AUTHORITY TO ENTER AGREEMENT EACH PARTY TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT IT HAS FULL AND COMPLETE AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT. EACH PERSON WHO EXECUTES THIS AGREEMENT ON BEHALF OF EITHER PARTY REPRESENTS AND WARRANTS THAT IT HAS FULL AND COMPLETE AUTHORITY TO DO SO AND THAT SUCH PARTY WILL BE BOUND THEREBY. H. NO THIRD PARTY BENEFICIARY THERE IS NO THIRD PARTY BENEFICIARY TO THIS AGREEMENT. [ill THIS AGREEMENT SETS FORTH ALL TERMS AGREED UPON BETWEEN THE PARTIES, AND NO PRIOR ORAL OR WRITTEN AGREEMENTS SHALL BE BINDING. THIS AGREEMENT SHALL NOT BE ALTERED, AMENDED OR MODIFIED EXCEPT AS IN WRITING AND EXECUTED BY BOTH PARTIES. HUTCHINSON UTILITIES COMMISSION BY: NAME: TITLE: V1 c '-'o, ;rev'1z> c� DATE: WITNES DATE: t1 21 HUTCHINSON TECHNOLOGIES, INC. BY: NAME: TITLE: DATE: WITNE4S A DATE: J I Purpose of this Handbook The contents of this Employee Handbook are for information only. The Hutchinson Utilities Commission does not intend to create a contract by the publication and issuance of this Handbook and under no circumstances is it to be construed as a contract of employment. Employees are considered to be "at will ". The Commission reserves the right to change the policies and procedures in this Handbook at any time without notice. Worker's Compensation An employee who is injured on the job or becomes ill due to job - related reasons is eligible for worker's compensation benefits. The Utility's worker's compensation insurance provider will pay the employee approximately 2/3 of the weekly r� oss wage or salary lost due to injury or illness and the Utility will pay the additional 1/3 of the weekly gross wage for up to 120 work days. Thereafter, the employee may use accrued sick leave, vacation leave, or compensatory time to pay the additional 1/3 lost wage or salary. PERA and FICA are not deducted from the worker's compensation portion of the paycheck. r---------------------------- - - - - -- 0 Ventura HUC Price 1 Nov -13 7,700 i Dec -13 10,656 I 0 Jan -14 12,056 0 jFeb -14 11,200 j Mar -14 10,111 Apr -14 5,833 1 1 May -14 3,422 , 1 Jun -14 2,411 Jul -14 2,178 0 0 Aug -14 2,178 0 Sep -14 2,333 1 Oct -14 4,822 1 74,900 Fixed Price @$6.26 with a call at 1 $9.00, Index - $2.74. !1 Executed 02/11/10 j --_- _-- �..- _--- _- _--- _----- _- -_ -.1 2N 0 R o O O 0 0 0 CO O CO ~ O LO LO N y N aD 00 T +' O r 00 N Q1 1- O CO) O O � o � a t rn o M V W J N U c O w o °• :- 3 m a o o`. � U) (n 0 N N o o w d 0 N Vi Z=ZNN 2N w Z o O LL N O rn N o Z O CD 1- O W M °o �y P LLB Q M V W J N O Z co2 'T N Z Z a Z ti �. D r- 0 00 00 o 0 N N o o w d 0 N Vi Z=ZNN 3 V = Cl) M N LO I- c H .. �% = O X 1� t N =r =aLL �gNaLn 'A -C '- c3 N o 0� W tom- r a�i 3 N X C',! Q E c a) BOO U) CL v) +NN ElL.�_ o(93° D p _rn 00 X O N Z a)— o� U Z .. 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