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04-27-2011 HUCMRegular Meeting April 27, 2011 Members present: President Robert Hantge; Vice President Paul Nordin; Secretary Dwight Bordson; Commissioner Donald H. Walser; Commissioner Craig Lenz; Attorney Marc Sebora; General Manager Michael Kumm President Hantge called the meeting to order at 3:00 p.m. The minutes of the March 30, 2011 regular meeting were reviewed. A motion was made by Commissioner Walser, seconded by Secretary Bordson to approve the minutes as written. Motion was unanimously carried. The March 2011 payables were discussed. A motion was made by Secretary Bordson, seconded by Commissioner Lenz to ratify the payment of bills in the amount of $3,746,847.80 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the March 2011 financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Walser, seconded by Vice President Nordin to approve the financial statements /budget year -to -date. Motion was unanimously carried. GM Kumm presented two of the three network service agreements: 1) revenue sharing service agreement with MRES, and 2) facilities assignment agreement with MRES. GM Kumm asked for authorization to sign the revenue sharing service agreement with MRES and the facilities assignment agreement with MRES. After discussion, a motion was made by Secretary Bordson, seconded by Commissioner Walser to approve the revenue sharing agreement with MRES and to approve the facilities assignment agreement with MRES. Motion was unanimously carried. (Agreements attached.) GM Kumm presented the Gopher State One -Call Ticket Management Agreement. Hutchinson Utilities Commission receives Gopher State One -Call tickets through KorWeb Services and forwards them to the City of Hutchinson. This saves money for both Hutchinson Utilities Commission and the City of Hutchinson. The Board recommended changing the verbiage in the first paragraph of the Agreement from `City of Hutchinson Public Works' to `City of Hutchinson'. A motion was made by Commissioner Walser, seconded by Secretary Bordson to approve Gopher State One - Call Ticket Management Agreement subject to changing `City of Hutchinson Public Works' to `City of Hutchinson'. Motion was unanimously carried. (Agreement attached.) GM Kumm presented changes to the policies and requirements booklet, sections: locating customer's underground utilities - electric; locating customer's underground utilities -gas; natural gas service requirements and charges; and temporary service -gas. Sections: natural gas service requirements and charges, and temporary service -gas are for review only; no changes were recommended. The recommended change to section: locating customer's underground utilities — electric, is to amend current language with `HUC will locate all underground electric distribution and transmission facilities up to the meter at no charge to the customer or landowner.' A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the recommended change to section: locating customer's underground utilities - electric. Motion was unanimously carried. (Change attached.) The recommended change to section: locating customer's underground utilities -gas, is to amend current language with `HUC will locate all natural gas distribution and transmission facilities up to the meter at no charge to the customer or landowner.' A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the recommended change to section: locating customer's underground utilities -gas. Motion was unanimously carried. (Change attached). GM Kumm presented changes to the exempt and non - exempt handbooks, sections: attendance /tardiness; time clocks; report for work; and use of facilities during off -duty hours. Sections: attendance /tardiness, and time clocks are for review only; no changes were recommended. The change recommended to section: report for work - exempt and non - exempt, is to rescind that policy due to past practice. A motion was made by Vice President Nordin, seconded by Secretary Bordson to rescind the section: report for work - exempt and non - exempt. Motion was unanimously carried. (Change attached.) Also, the change recommended to section: use of facilities during off -duty hours - exempt only, is to rescind that policy due to past practice. A motion was made by Vice President Nordin, seconded by Secretary Bordson to rescind the section: use of facilities during off -duty hours - exempt only. Motion was unanimously carried. (Change attached.) GM Kumm reported on the following: • Changing out transformer at HTI substation • Update on PILOT — working through some issues and it will be included in June's statements instead of May's Division Reports Electric — Steve Lancaster • Specifications out for procurement of engines for plant 1 with bid opening of May 12 • School Road project to be completed soon Gas — John Webster • Cycle 5 billing will be fully automatic this month through AMI • Installing and testing 2 -way modules next week • Iowa company interested in visiting to look at HUC's AMI system • Received barricade notices from MNOPS with new specifications which will greatly impact the maintenance budget over the next two years • HUC is the only municipality invited by CenterPoint to be on the 216D committee Legal Update Nothing to report Unfinished Business The approval of network operating agreement with MISO was tabled until a date to be determined. President Hantge asked if there was an update on the changes to the exempt travel expense policy which were proposed in March's commission meeting. • This policy is being rewritten and will be presented at the May commission meeting New Business Nothing to report President Hantge commented on Willmar and other utility companies having to raise rates, and HUC has been very proactive in implementing various strategies for avoiding rate increases and keeping rates stable. There being no further business, a motion was made by Secretary Bordson, seconded by Commissioner Lenz to adjourn the meeting at 3:40 p.m. Motion was unanimously carried. ATTEST: Robert Hantge, President Dwight Bordson, Secretary Regular Meeting April 27, 2011 Members present: President Robert Hantge; Vice President Paul Nordin; Secretary Dwight Bordson; Commissioner Donald H. Walser; Commissioner Craig Lenz; Attorney Marc Sebora; General Manager Michael Kumm President Hantge called the meeting to order at 3:00 p.m. The minutes of the March 30, 2011 regular meeting were reviewed. A motion was made by Commissioner Walser, seconded by Secretary Bordson to approve the minutes as written. Motion was unanimously carried. The March 2011 payables were discussed. A motion was made by Secretary Bordson, seconded by Commissioner Lenz to ratify the payment of bills in the amount of $3,746,847.80 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the March 2011 financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Walser, seconded by Vice President Nordin to approve the financial statements /budget year -to -date. Motion was unanimously carried. GM Kumm presented two of the three network service agreements: 1) revenue sharing service agreement with MRES, and 2) facilities assignment agreement with MRES. GM Kumm asked for authorization to sign the revenue sharing service agreement with MRES and the facilities assignment agreement with MRES. After discussion, a motion was made by Secretary Bordson, seconded by Commissioner Walser to approve the revenue sharing agreement with MRES and to approve the facilities assignment agreement with MRES. Motion was unanimously carried. (Agreements attached.) GM Kumm presented the Gopher State One -Call Ticket Management Agreement. Hutchinson Utilities Commission receives Gopher State One -Call tickets through KorWeb Services and forwards them to the City of Hutchinson. This saves money for both Hutchinson Utilities Commission and the City of Hutchinson. The Board recommended changing the verbiage in the first paragraph of the Agreement from 'City of Hutchinson Public Works' to `City of Hutchinson'. A motion was made by Commissioner Walser, seconded by Secretary Bordson to approve Gopher State One - Call Ticket Management Agreement subject to changing `City of Hutchinson Public Works' to `City of Hutchinson'. Motion was unanimously carried. (Agreement attached.) GM Kumm presented changes to the policies and requirements booklet, sections: locating customer's underground utilities - electric; locating customer's underground utilities -gas; natural gas service requirements and charges; and temporary service -gas. Sections: natural gas service requirements and charges, and temporary service -gas are for review only; no changes were recommended. The recommended change to section: locating customer's underground utilities — electric, is to amend current language with 'HUC will locate all underground electric distribution and transmission facilities up to the meter at no charge to the customer or landowner.' A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the recommended change to section: locating customer's underground utilities - electric. Motion was unanimously carried. (Change attached.) The recommended change to section: locating customer's underground utilities -gas, is to amend current language with 'HUC will locate all natural gas distribution and transmission facilities up to the meter at no charge to the customer or landowner.' A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the recommended change to section: locating customer's underground utilities -gas. Motion was unanimously carried. (Change attached). GM Kumm presented changes to the exempt and non - exempt handbooks, sections: attendance /tardiness; time clocks; report for work; and use of facilities during off -duty hours. Sections: attendance /tardiness, and time clocks are for review only; no changes were recommended. The change recommended to section: report for work - exempt and non - exempt, is to rescind that policy due to past practice. A motion was made by Vice President Nordin, seconded by Secretary Bordson to rescind the section: report for work - exempt and non - exempt. Motion was unanimously carried. (Change attached.) Also, the change recommended to section: use of facilities during off -duty hours - exempt only, is to rescind that policy due to past practice. A motion was made by Vice President Nordin, seconded by Secretary Bordson to rescind the section: use of facilities during off -duty hours - exempt only. Motion was unanimously carried. (Change attached.) GM Kumm reported on the following: • Changing out transformer at HTI substation • Update on PILOT — working through some issues and it will be included in ,tune's statements instead of May's Division Reports Electric — Steve Lancaster • Specifications out for procurement of engines for plant 1 with bid opening of May 12 • School Road project to be completed soon Gas — John Webster • Cycle 5 billing will be fully automatic this month through AMI • Installing and testing 2 -way modules next week • Iowa company interested in visiting to look at HUC's AMI system • Received barricade notices from MNOPS with new specifications which will greatly impact the maintenance budget over the next two years • HUC is the only municipality invited by CenterPoint to be on the 216D committee Legal Update Nothing to report Unfinished Business The approval of network operating agreement with MISO was tabled until a date to be determined. President Hantge asked if there was an update on the changes to the exempt travel expense policy which were proposed in March's commission meeting. • This policy is being rewritten and will be presented at the May commission meeting New Business Nothing to report President Hantge commented on Willmar and other utility companies having to raise rates, and HUC has been very proactive in implementing various strategies for avoiding rate increases and keeping rates stable. There being no further business, a motion was made by Secretary Bordson, seconded by Commissioner Lenz to adjourn the meeting at 3:40 p.m. Motion was unanimously carried. Dwight Bordson, Secretary /� j Rele"er-NKantgK, President MRES- HUTCHINSON, MINNESOTA TRANSMISSION OWNER REVENUE SHARING SERVICES AGREEMENT This Transmission Owner Revenue Sharing Service Agreement ( "Agreement ") is made and entered into this _ day of , 2011, by and between Missouri Basin Municipal Power Agency, d/b /a Missouri River Energy Services, a body corporate and politic organized under the laws of the State of Iowa and existing under the intergovernmental cooperation laws of the States of Iowa, Minnesota, North Dakota and South Dakota ( "MRES "), and the Hutchinson Utilities Commission of Hutchinson, Minnesota, a municipal corporation of the State of Minnesota ( "Municipality ") (MRES and Municipality may be referred to individually as a "Party" and collectively as "Parties "). WHEREAS, Municipality desires to obtain revenue from certain 230 kV, 115 kV, and 69 kV transmission facilities owned by Municipality and more particularly described in a Transmission Facilities Assignment Agreement between MRES and Municipality dated the same date hereof (the "Municipality Transmission Facilities "), which facilities are integrated with the Great River Energy ( "GRE "), Xcel Energy ( "Xcel ") and Midwest Independent Transmission System Operator, Inc. ( "MISO ") transmission systems; and WHEREAS, Municipality will turn over functional control of the Municipality Transmission Facilities to MRES pursuant to the terms of the Transmission Facilities Assignment Agreement; and WHEREAS, Municipality has received Network Integrated Transmission Service (NITS) from MISO, and MRES had previously turned over to MISO functional control of other transmission facilities owned and/or controlled by MRES as part of the MISO Transmission, Energy and Operating Reserve Market Tariff ( "Tariff') and the Transmission Owner Agreement between MISO and MRES dated August 24, 2007; and WHEREAS, MRES will also assign functional control to MISO of the Municipality Transmission Facilities covered under the Transmission Facilities Assignment Agreement; and further the Parties agree to cooperate to achieve the objectives of this Agreement to provide Attachment O data, to follow MISO /FERC requirements, to exchange information, audits and records appropriate to supporting this Agreement, and to be protective of the status of all entities as non - taxable; NOW THEREFORE, the Parties agree as follows: 1.0 INCORPORATION OF RECITALS SCHEDULES AND EXHIBITS All recitals, schedules and exhibits identified in this Agreement and attached hereto are hereby incorporated into the Agreement by this reference. 2.0 PROVISION OF SERVICES. 2.1 Based upon the information provided by Municipality, MRES shall take all steps required to include the revenue requirement related to the Municipality Transmission Facilities in the Annual Transmission Revenue Requirement for the GRE and Xcel pricing zones in MISO on an annual basis and shall share with Municipality the Municipality's share of revenues attributed to the Municipality Transmission Facilities that MRES receives from MISO as set forth in this Agreement. 2.2 Municipality shall provide MRES annually, at a time specified by MRES, the following: 2.2.1 A copy of Municipality's most recent audited financial statement. 2.2.2 A copy of Municipality's Attachment O, calculating the annual revenue requirement for the integrated transmission assets for which MISO transmission revenue is requested. This can be of either the levelized form or the non - levelized form for utilities operating on a cash basis, as MRES specifies. 2.2.3 Execution of a notarized Statement of Authenticity as to the correctness of the financial statements and the resulting Attachment O calculations. 2.2.4 Written notification to MRES with the details of how revenues are to be transferred to the Municipality. 2.2.5 Any other information that MRES reasonably requests for the purpose of carrying out its obligations under this Agreement. 3.0 MISO TRANSMISSION FACILITIES ASSIGNMENT AGREEMENT. This Agreement will be established and executed in conjunction with the Transmission Facilities Assignment Agreement. 4.0 TERM. This Agreement shall become effective upon the effective date of the Transmission Facilities Assignment Agreement between the Parties. Municipality will not be entitled to receive payments under this Agreement, as described in Section 5.0, unless and until the Municipality Transmission Facilities are integrated into MISO for transmission revenue sharing purposes and Municipality begins to take network transmission service from MISO under the MISO Tariff. The initial term of this Agreement expires May 31, 2019. This Agreement shall automatically renew for additional periods of one (1) year unless either Party gives written notice to the other Party of its intention to terminate this Agreement not less than one (1) year prior to the end of the original term or any extension thereof, unless mutually agreed otherwise. 5.0 PAYMENT. MRES anticipates receiving monthly transmission revenue sharing payments from MISO paid through GRE and Xcel and paid through terms of 2 individual zonal revenue sharing agreements to be negotiated and signed between MRES, GRE, Xcel, MISO and possibly other MISO transmission owners owning transmission facilities in the GRE and Xcel pricing zones. MRES will establish reasonable accounting procedures to distribute shared monthly transmission revenue received from MISO through GRE or Xcel on a prorated basis of the summation of MISO approved MISO Attachment O annually updated combined filings from MRES, Municipality, and other cities. MRES may deduct from the revenue remitted to Municipality costs incurred by MRES in performing the services hereunder and a reasonable administrative charge payable to MRES for such services. In the unlikely event that significant payments are required to MISO, such as if refunds of transmission revenues are ordered by MISO or FERC, Municipality will reimburse MRES on a timely basis after proper notification. 6.0 TERMINATION. 6.1 MRES MISO Transmission Owner Status The continuation of MRES as a MISO Transmission Owner is essential to the collection and processing of the transmission revenue cash flow which is the fundamental premise for this Agreement. If for any reason, MRES ceases, voluntarily or involuntarily, to be a MISO Transmission Owner, this Agreement will terminate and the Parties will work together to attempt to find an alternate Transmission Owner to process Municipality's transmission revenue and to distribute any remaining revenues. 6.2 Default in Payment. Upon default by Municipality in making any payments lawfully required by Municipality herein, this Agreement may be terminated at the option of MRES, provided, however, before any such termination, MRES shall give Municipality written notice pursuant to Section 9.0 specifying the default and stating that this Agreement will be terminated and forfeited within thirty (30) days after delivery of such notice, unless such default is remedied within fifteen (15) days. 6.3 Contrary to Law. If at any time during the term of this Agreement, either MRES or Municipality determines that it's continued performance under the terms of this Agreement is contrary to law, then this Agreement may be immediately terminated by written notice provided by the terminating Party to the other Party. 7.0 FORCE MAJEURE. 7.1 Notice. In the event either Party fails wholly or in part to carry out its obligations under this Agreement, and such failure is occasioned by or is in consequence of a Force Majeure Condition (as defined below) and if such Party gives written notice and particulars of the Force Majeure Condition to the other Party as soon as reasonably possible, then the obligations of the Party giving such notice insofar as they are affected by such Force Majeure Condition will be suspended during the continuance of the Force Majeure Condition. 7.2 Force Majeure Conditions. Force Majeure Conditions are those events or conditions not caused by, and beyond the reasonable control of, the affected Party. Force Majeure Conditions include, without limitation: acts of God; natural disaster; war, insurrection or other unlawful act against public order or authority; explosion, fire, freezing or other accidents or acts of sabotage causing breakage of machinery, transmission lines, or equipment such that they prevent a Party from performing its obligations hereunder. 7.3 Payment Obligation. The Parties agree that a change in price or market condition does not constitute a Force Majeure Condition. 8.0 LIMITATION OF LIABILITY. MRES and its officers, directors, employees and agents, shall not be liable for special, indirect, incidental, punitive or consequential damages under, arising out of, due to, or in connection with its performance or non - performance of this Agreement or any of its obligations herein, whether based on contract, tort (including, without limitation, negligence), strict liability, warranty, indemnity or otherwise. 9.0 NOTICES. Any notice or other communication required or permitted under this Agreement (collectively a "Notice ") shall be: (a) in writing and (b) addressed by the sender to the other Party at the address or number and in the manner set forth below. Any change in the information set forth below shall be made in writing and delivered according to this section. If to MRES: Director, Legal 3724 West Avera Drive P. O. Box 88920 Sioux Falls, SD 57109 -8920 If to Municipality General Manager Hutchinson Utilities Commission 225 Michigan St SE Hutchinson, MN 55350 Except as otherwise provided in this Agreement, each notice shall be effective and shall be deemed delivered on the earlier of (i) its actual receipt, if delivered personally, by courier service, email, or by fax (on the condition that a copy of the notice is mailed as set forth below on the same day and the sending Party has confirmation of transmission receipt of the notice), or (ii) on the third day after the notice is postmarked for mailing by first class, postage prepaid, certified, or registered, United States mail, with return receipt requested (whether or not the return receipt is subsequently received by the sender). 4 10.0 REPRESENTATIONS OF MRES. MRES represents and warrants as follows: 10.1 MRES is duly organized, validly existing and in good standing under the laws of the State of Iowa and is authorized to conduct business in the states in which it does business. 10.2 MRES has taken all such action as may be necessary and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby. 10.3 This Agreement is a legal, valid and binding obligation of MRES enforceable in accordance with its terms. 11.0 MUNICIPALITY REPRESENTATIONS. Municipality represents and warrants as follows: 11.1 Municipality is a municipal electric utility duly organized, validly existing and in good standing under the laws of the State of Minnesota. 11.2 Municipality has taken all such action as may be necessary and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby. 11.3 This Agreement is a legal, valid and binding obligation of Municipality enforceable in accordance with its terms. 12.0 MISCELLANEOUS 12.1 Assignment. No Party hereto shall assign this Agreement or delegate any of its duties, obligations, responsibilities or rights without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 12.2 Third Parties. Nothing in this Agreement shall be construed as giving any person, firm, corporation or other entity, other than the signatory Parties hereto and their respective successors and permitted assigns, any right, remedy or claim under or in respect to this Agreement or any provision hereof. 12.3 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. 12.4 Savings Clause. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions herein, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 12.5 Exclusive Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be limited as follows. The exclusive remedy of Municipality under this Agreement is to recover funds received by MRES as described in Section 5.0 which are attributable to the Municipality Transmission Facilities, if and to the extent MRES fails to remit these funds to Municipality as required by this Agreement. The exclusive remedy of MRES under this Agreement shall be the recovery from Municipality of funds for overpayments of transmission revenues and costs (including adders, true - ups, penalties, etc.), implementation costs or charges, and fees for services provided by MRES. The Parties hereto waive every other claim or form of damage arising at law or in equity. 12.6 Modification. This Agreement shall not be amended, changed, modified, waived, discharged or terminated except in writing signed by the Party or Parties against which enforcement of the change, waiver, modification or amendment is sought. 12.7 Counterparts /Facsimile Copies. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. A facsimile copy of this Agreement and any signature thereon shall be considered for all purposes as an original. 12.8 Further Assurances. The Parties hereto shall execute any and all further assurance, documents or writings reasonably requested by the other Party to carry out the terms and provisions of this Agreement. 12.9 Headings. The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning of the respective sections. n IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year set forth below. MISSOURI BASIN MUNICIPAL POWER AGENCY d/b /a MISSOURI RIVER ENERGY SERVICES C Title HUTCHINSON UTILITIES COMMISSION Title General Manaaer 7 MISO TRANSMISSION FACILITIES ASSIGNMENT AGREEMENT This MISO Transmission Facilities Assignment Agreement ( "Agreement") is dated as of , 2011, and is by and between the Hutchinson Utilities Commission of Hutchinson, Minnesota, a municipal corporation of the State of Minnesota ( "Hutchinson "), and Missouri Basin Municipal Power Agency d/b /a Missouri River Energy Services, a body politic and corporate organized under the laws of the State of Iowa and existing under the intergovernmental cooperation laws of the States of Iowa, Minnesota, North Dakota and South Dakota ( "MRES "). Hutchinson and MRES are sometimes referred to singly as "Party" and collectively as "Parties ", with respect to the intent to assign operational control of qualifying transmission facilities under the terms and conditions as follows: Assignee: MRES Assignor: Hutchinson Governing Agreements: The Midwest Independent Transmission System Operator, Inc. ( "MISO ") Transmission, Energy and Operating Reserve Markets Tariff ( "Tariff'), effective March 1, 2005 and subsequent revisions; Transmission Owner Agreement ( "TO Agreement ") between MRES and MISO dated August 24, 2007; and future MISO Revenue Sharing Agreement for the GRE Zone and Xcel Zone, to be negotiated and implemented by the Parties. Contract Term: This Agreement shall become effective as of the later of June 1, 2011 or the date that Hutchinson enters into a Network Integrated Transmission Agreement with MISO adding Hutchinson as a network customer. The initial term of this Agreement shall expire on May 31, 2019. This Agreement shall automatically renew for additional periods of one (1) year unless either Party gives written notice to the other Party of its intention to terminate this Agreement not less than one (1) year prior to the end of the original term or any extension thereof unless mutually agreed otherwise. Transmission Facilities: Transmission facilities operated at 230 kV, 115 kV, and 69 kV integrated into the GRE rate zone of MISO, which integrated facilities are more fully set forth on Attachment "A" (the "Hutchinson Transmission Facilities "). Assignment: Hutchinson does hereby transfer operational control of the Hutchinson Transmission Facilities, as set forth in Attachment "A ", to MRES during the term of this Agreement and any renewal terms. Hutchinson shall retain physical control of the Hutchinson Transmission Facilities along with the obligations to repair, maintain and insure these facilities in accordance with good utility practices. MRES has no liability for, and by execution of this agreement assumes no liability for, the Hutchinson Transmission Facilities. Reassignment: Hutchinson acknowledges and agrees that MRES will fully reassign and convey operational control of qualifying transmission facilities to MISO in accordance with MISO requirements and Federal Energy Regulatory Commission ( "FERC ") law and policy. NERC Compliance Responsibility: Hutchinson retains all responsibilities to comply with the North American Electric Reliability Corporation ( "NERC ") rules and regulations. Designated MISO Transmission Owner ( "TO ") Collection of Revenues: Hutchinson hereby appoints MRES as its MISO TO agent for all purposes required under the TO Agreement and for protesting or contesting, on its behalf, any errors in billing or related matters. On its behalf, Hutchinson authorizes MRES to obtain rate recovery and revenue distribution from MISO and other TOs as necessary. Disbursement of Revenues Received: MRES shall, after collecting reasonable fees and costs for its services and those of necessary engineering and legal consultants and subject to any other relevant agreements with Hutchinson (including the Transmission Owner Revenue Sharing Services Agreement between MRES and Hutchinson dated the same date hereof), disburse the revenues received from MISO and other TOs for the use of the Hutchinson Transmission Facilities to Hutchinson in an equitable manner. Other MISO Charges: Hutchinson shall be responsible for and reimburse MRES for any other miscellaneous MISO charges reasonably allocable to Hutchinson, which MRES may initially pay on Hutchinson's behalf, including but not limited to administrative and scheduling charges associated with the Hutchinson Transmission Facilities. Hutchinson shall also be responsible for and reimburse MRES for Hutchinson's allocable share of MRES costs incurred in performing it's TO agent function including all costs incurred under the TO Agreement with MISO. The terms and conditions in this Agreement shall remain in effect for the term of the transactions described herein. MRES as to its signatory and Hutchinson as to its signatory each hereby represents and warrants that the person executing this Agreement on its respective behalf is duly authorized to do so, and that, by each execution set forth below, such party is hereby duly and lawfully bound by this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year set forth below. MISSOURI BASIN MUNICIPAL POWER AGENCY d /b /a MISSOURI RIVER ENERGY SERVICES Title HUTCHINSON UTILITIES COMMISSION By _ Title General Manager 2 ATTACHMENT A TO TRANSMISSION FACILITIES ASSIGNMENT AGREEMENT Those transmission facilities to be assigned are specifically identified as: Hutchinson Utilities Commission owns transmission facilities operated at 230 kV, 115 kV, and 69 kV integrated in to the GRE and Xcel rate zones of the Midwest Integrated Transmission System Operator, as follows: Substations McLeod Substation — 230 kV / 115 kV Hutchinson Municipal Substation — 115 kV / 69 kV 3M Substation —115 kV Plant 1 Substation - 69 kV Plant 2 Substation — 69 kV HTI Substation — 69 kV Transmission Line Description Length (mi.) 115 kV McLeod Sub - 3M Sub 5.21 3M Sub - HUC Municipal Sub 0.76 3M Sub - HUC Municipal Sub 0.35 HUC Municipal Sub - GRE Big Swan 1.3 69 kV HUC Municipal Sub - Plant 2 Sub 0.20 HUC Municipal Sub - Plant 1 Sub 1.04 HUC Municipal Sub - HTI Sub 0.6 HUC Municipal Sub - Switch C3NS 12 1.04 Switch C3NS 12 - GRE Line to Willmar 1.28 Sources of Evidentiary Information: Date: '2011 By: General Manager rVi Hutchinson Utilities Commission 225 Michigan Street Hutchinson, Minnesota 55350 Robert Hantge President Paul Nordin Vice President Dwight Bordson Secretary Craig Lenz Commissioner Donald H. Walser Commissioner Michael Kumm General Manager Tel 320 - 587 -4746 Fax 320 - 587 -4721 AGREEMENT THIS GOPHER STATE ONE -CALL TICKET MANAGEMENT AGREEMENT, ( "AGREEMENT "), IS MADE AND ENTERED INTO THIS ` TH DAY OF APRIL, 201 1, BY AND BETWEEN THE CITY OF HUTCHINSON ( "CITY ") WITH OFFICES LOCATED AT 1400 ADAMS ST SE, HUTCHINSON, MINNESOTA 55350 AND HUTCHINSON UTILITIES COMMISSION ("HUC") LOCATED AT 225 MICHIGAN ST SE, HUTCHINSON, MINNESOTA 55350. WHERAS, THE CITY DESIRES TO CONTRACT WITH HUC FOR THE PROVISIONS OF GOPHER STATE ONE- CALL ( "GSOC ") TICKET MANAGEMENT SERVICE BY HUC TO THE CITY; WHEREAS, HUC HAS THE CAPABILITY TO PROVIDE THE CITY WITH GSOC TICKET MANAGEMENT SERVICE; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS AND CONDITIONS CONTAINED IN THIS AGREEMENT, HUC AND THE CITY AGREE AS FOLLOWS: 1 . CHARACTER OF SERVICE. A. GSOC TICKET MANAGEMENT SERVICE - HUC AGREES TO PURCHASE THE KORWEB SERVICES FROM KORTERRA. THE KORWEB SERVICES INCLUDE THE BASE TICKET RECEIPT AND MANAGEMENT MODULE, POSITIVE RESPONSE, TICKET SPLITTING, ANNUAL SUPPORT AND MAINTENANCE. THE KORWEB SERVICES SHALL BE INVOICED FOR A MINIMUM OF 1,900 TICKETS ANNUALLY. HUC SHALL PROVIDE TO THE CITY, KORWEB SERVICES FOR 365 DAYS PER YEAR, COMMENCING ON MAY 15, 201 1 AND CONTINUING FOR AN INITIAL PERIOD OF 5 YEARS, THROUGH MAY 14, 2016, UNDER THE RATES, TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THIS SERVICE SHALL ALWAYS BE AVAILABLE TO THE CITY UNLESS CURTAILED OR INTERRUPTED PURSUANT TO THE TERMS OF THIS AGREEMENT. THIS SERVICE MAY NOT BE CURTAILED OR INTERRUPTED EXCEPT PURSUANT TO THE TERMS OF THIS AGREEMENT. THE KORWEB SERVICES INCLUDE THE BASE TICKET RECEIPT AND MANAGEMENT MODULE, POSITIVE RESPONSE AND TICKET SPLITTING. B. NO OBLIGATION TO PROVIDE GSOC SERVICE - HUC SHALL HAVE NO OBLIGATION AT ANY TIME OR UNDER ANY CIRCUMSTANCES TO PROVIDE GSOC SERVICES TO THE CITY. THE CITY SHALL HAVE NO OBLIGATION AT ANY TIME OR UNDER ANY CIRCUMSTANCES TO PROVIDE GSOC SERVICES TO HUC. IT IS THE INTENTION OF THE PARTIES TO THIS AGREEMENT THAT EACH PARTY SHALL REMAIN SOLELY RESPONSIBLE FOR PROVIDING GSOC SERVICES. C. SOLE OBLIGATION TO PROVIDE GSOC TICKER MANAGEMENT SERVICES - HUC'S SOLE OBLIGATION UNDER THIS AGREEMENT IS TO PROVIDE KORWEB SERVICES TO THE CITY. [21 2. CONDITIONS. A. CONTACT PERSONS 1 . THE CITY SHALL SUPPLY TO HUC THE NAME, BUSINESS ADDRESS, A PRIMARY AND SECONDARY CONTACT PERSON, TELEPHONE NUMBERS FOR THE PRIMARY AND SECONDARY CONTACT PERSON, AND A TWENTY-FOUR HOUR EMERGENCY TELEPHONE NUMBER. 2. HUC SHALL SUPPLY TO THE CITY THE NAME, BUSINESS ADDRESS, A PRIMARY AND SECONDARY CONTACT PERSON, TELEPHONE NUMBERS FOR THE PRIMARY AND SECONDARY CONTACT PERSON, AND A TWENTY -FOUR HOUR EMERGENCY NUMBER. B. COMPLIANCE WITH AGREEMENT - SERVICE UNDER THIS AGREEMENT SHALL NOT COMMENCE UNTIL BOTH PARTIES HAVE FULLY EXECUTED THIS AGREEMENT AND COMPLIED WITH ALL RELEVANT REQUIREMENTS CONTAINED HEREIN. C. CONTRACT CHANGES - HUC HAS THE RIGHT TO MODIFY THIS AGREEMENT DUE TO CHANGES IMPOSED BY 3RD PARTY ENTITIES, WHETHER FINANCIAL OR OPERATIONAL, PROVIDED THAT SUCH MODIFICATIONS BY HUC SHALL BE PERTINENT AND PROPORTIONAL TO THE CHANGES IMPOSED BY 3RD PARTIES ON HUC. HUC SHALL GIVE NOTICE TO THE CITY OF SUCH CHANGES AS SOON AS PRACTICABLE AFTER RECEIVING NOTICE FROM THE 3RD PARTY ENTITY. 3. TERM. THE INITIAL TERM FOR SERVICE UNDER THIS AGREEMENT IS FIVE (5) YEARS. IF EITHER PARTY INTENDS NOT TO RENEW THE AGREEMENT AT [3] THE END OF ITS INITIAL TERM, THAT PARTY SHALL NOTIFY THE OTHER IN WRITING SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OF THIS AGREEMENT. REPRESENTATIVES OF HUC AND THE CITY SHALL MEET APPROXIMATELY SIXTY (60) DAYS PRIOR TO THE EXPIRATION DATE OF THE INITIAL TERM OF THIS AGREEMENT TO DISCUSS RENEWAL OR EXTENSION OF THE AGREEMENT. 4. RATES. RATES FOR SERVICE -- THE FOLLOWING CHARGES SHALL APPLY TO THE GSOC TICKET MANAGEMENT SERVICE TO BE PROVIDED TO THE CITY BY HUC: 1 . TICKET MANAGEMENT. KORWEB TICKET SPLITTING SERVICE FEE PAID IN ADVANCE OF THE YEAR TERM SHALL HAVE A MINIMUM CHARGE OF $350.00, 50% OF HUC'S KORWEB FEES. TICKET VOLUME 1S BASED ON AN ESTIMATE OF USAGE FROM THE PREVIOUS YEAR. THE ABOVE TICKET SPLITTING FEE IS BASED ON AN ANNUAL 3RD PARTY CONTRACT AND IS SUBJECT TO CHANGE. SUCH CHANGE SHALL BE INCORPORATED INTO THE ANNUAL INVOICE TO THE CITY SO AS TO MAINTAIN THE 50% DISTRIBUTION BETWEEN THE CITY AND HUC. IN THE EVENT THE ACTUAL TICKET COUNT IS OVER THE ESTIMATED TICKET COUNT, THEN A CORRESPONDING ADJUSTMENT WILL BE MADE THE FOLLOWING YEAR. ANNUAL FEES BASED ON AN ESTIMATED ANNUAL TICKET VOLUME OF 1900 TICKETS = $700.00. [41 2. EMERGENCY NOTIFICATION EMERGENCY NOTIFICATION OF CITY PERSONNEL OF ALL "GSOC EMERGENCY LOCATES" BY HUC, 24 HRS PER DAY, 365 DAYS PER YEAR. $5.00 /CALL 3. GOPHER STATE ONE-CALL (KORTERRA INC.) 50% OF ALL FEES AS ASSESSED BY KORTERRA, INC. ASSOCIATED WITH THE CITY'S AND HUC'S PARTICIPATION IN GOPHER STATE ONE -CALL. 5. BILLING AND PAYMENT A. BILLING - TICKET MANAGEMENT BILL WILL BE RENDERED TO THE CITY OR ITS AGENT WITHIN 15 DAYS OF RECEIPT BY HUC. TICKET MANAGEMENT BILL WILL BE ISSUED ON AN ANNUAL BASIS. REMAINING BILLS WILL BE RENDERED TO THE CITY OR ITS AGENT BY THE TWENTIETH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH SERVICE IS RENDERED. B. PAYMENT - PAYMENT IS DUE FROM THE CITY ON OR BEFORE THE TWENTIETH DAY FOLLOWING THE DATE THE BILL IS ISSUED BY HUC. C. THIRD PARTY CHARGES - ANY CHARGES WHICH HUC REASONABLY INCURS ON BEHALF OF THE CITY FROM ANY THIRD PARTY SHALL BE PASSED THROUGH TO, AND PAID IN FULL BY, THE CITY. HUC SHALL PROVIDE TO THE CITY IN WRITING FULL DETAILS CONCERNING ANY SUCH CHARGES. D. GOOD FAITH DISPUTE - IF THE CITY, IN GOOD FAITH, DISPUTES THE AMOUNT OF ANY INVOICE RENDERED BY HUC, OR ANY PART THEREOF, THE CITY SHALL PAY SUCH AMOUNT AS IT [51 CONCEDES TO BE CORRECT. HUC SHALL PROMPTLY PROVIDE IN WRITING TO THE CITY SUPPORTING DOCUMENTATION ACCEPTABLE IN INDUSTRY PRACTICE TO SUPPORT THE AMOUNT INVOICED, AND THE CITY SHALL PROMPTLY PROVIDE HUC IN WRITING THE BASIS FOR ANY DISPUTE, INCLUDING SUPPORTING DOCUMENTATION ACCEPTABLE IN INDUSTRY PRACTICE. E. RIGHT TO INSPECT - A PARTY SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, UPON REASONABLE NOTICE AND REASONABLE TIMES, TO EXAMINE AND AUDIT AND TO OBTAIN COPIES OF THE RELEVANT PORTION OF THE BOOKS AND RECORDS ONLY TO THE EXTEND REASONABLY NECESSARY TO VERIFY THE ACCURACY OF ANY STATEMENT, CHARGE, PAYMENT OR COMPUTATION MADE UNDER THIS AGREEMENT. F. FINALITY - ALL INVOICES AND BILLINGS SHALL BE CONCLUSIVELY PRESUMED FINAL AND ACCURATE AND ALL ASSOCIATED CLAIMS FOR UNDER OR OVERPAYMENTS SHALL BE DEEMED WAIVED UNLESS SUCH INVOICES OR BILLINGS ARE OBJECTED TO, IN WRITING, WITH ADEQUATE EXPLANATION AND /OR DOCUMENTATION, WITHIN TWO YEARS AFTER THE INITIAL BILLING DATE FOR THE INVOICE OR BILL IN DISPUTE. 6. LIABILITY. HUC SHALL NOT BE LIABLE TO THE CITY FOR ANY LOSS FOR ANY CAUSE OTHER THAN NEGLIGENCE OR MISCONDUCT BY HUC OR ITS EMPLOYEES. HUC SHALL NOT BE LIABLE TO THE CITY IN THE EVENT HUC HAS EXHAUSTED ALL MEANS TO CONTACT CITY WITH GSOC EMERGENCY LOCATE NOTIFICATION AND IS UNSUCCESSFUL. [61 7. 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, INSURRECTION, EPIDEMICS, LANDSLIDES, EARTHQUAKES, FLOODS, FIRES, STORMS, GOVERNMENT OR COURT ORDERS, CIVIL DISTURBANCES, EXPLOSIONS, BREAKAGE OR ACCIDENT TO MACHINERY, ACTS OF TERRORISM, 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 THE CITY 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 REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY [71 POSSIBLE AND SHALL KEEP THE CITY APPRISED OF THE TIME, DATE AND CIRCUMSTANCES WHEN SERVICE UNDER THIS AGREEMENT SHALL BE RESTORED. THE CITY IS NOT REQUIRED TO PAY ANY CHARGES UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. 2. IF THE CITY IS UNABLE TO TAKE 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. THE CITY 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. THE CITY SHALL REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY POSSIBLE AND SHALL KEEP HUC APPRAISED OF THE TIME, DATE AND CIRCUMSTANCES WHEN THE CITY WILL RESUME SERVICE UNDER THIS AGREEMENT. THE CITY IS NOT REQUIRED TO PAY ANY CHARGES UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. 8. NOTICES. A. ADDRESSES - ALL INVOICES, PAYMENTS AND OTHER COMMUNICATIONS MADE PURSUANT TO THIS AGREEMENT a SHALL BE MADE TO THE ADDRESSES SPECIFIED IN WRITING BY THE RESPECTIVE PARTIES FROM TIME TO TIME. B. ACCEPTABLE FORMS - ALL NOTICES REQUIRED HEREUNDER MAY BE SENT BY FACSIMILE OR MUTUALLY ACCEPTABLE ELECTRONIC MEANS OR HAND DELIVERED. 9. MISCELLANEOUS PROVISIONS. A. LIMITATION ON AGREEMENT -THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT IT IS NEITHER THE PURPOSE OF THIS AGREEMENT NOR THE 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. B. 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 W THIS AGREEMENT ARE MERGED INTO AND SUPERSEDED BY THIS AGREEMENT. THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITING EXECUTED BY BOTH PARTIES. C. 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 191 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. [ 1 O] WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT THROUGH THEIR DULY AUTHORIZED REPRESENTATIVES EFFECTIVE AS OF THE DATE SPECIFIED ABOVE HUTCHINSON UT E C MMISSION BY: NAME: ROBERT ANTGE TITLE: PRESIDENT DATE: ff -�7 -// WITNESS: -; 7' %�4 CITY OF HUTCHINSON BY:'_ O �� NAME: TITLE: DATE: 3�1 j111 WITNESS: LOCATING CUSTOMER'S UNDERGROUND UTILITIES HUC will locate all underground electric distribution and transmission facilities up to the meter at no charge to the customer or landowner. LOCATING CUSTOMER'S UNDERGROUND UTILITIES HUC will locate all natural gas underground distribution and transmission facilities up to the meter at no charge to the customer and landowner. EXEMPT Reason for deletion is because of past practice. NON - EXEMPT Reason for deletion is because of past practice. EXEMPT Reason for deletion is because of past practice.