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01-28-2015 HUCMMINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, January 28, 2015 Call to order — 3:00 p.m. President Hanson called the meeting to order. Members present: President Anthony Hanson; Vice President Monty Morrow; Secretary Mark Girard; Commissioner Dwight Bordson; Commissioner Donna Luhring; Attorney Marc Sebora; General Manager Jeremy Carter. 1. Commission Reorganization President Hanson called for the annual Commission reorganization. A motion was made by Commissioner Luhring, seconded by Vice President Morrow to elect Anthony Hanson to the position of president. Motion was unanimously carried. A motion was made by Secretary Girard, seconded by Commissioner Bordson to elect Donna Luhring to the position of vice president. Motion was unanimously carried. A motion was made by Commissioner Bordson, seconded by Vice President Morrow to appoint Mark Girard as secretary. Motion was unanimously carried. A motion was made by Vice President Morrow, seconded by Commissioner Bordson to appoint Marc Sebora as legal counsel. Motion was unanimously carried. A motion was made by Commissioner Bordson, seconded by Commissioner Luhring to appoint Kim Koski as recording secretary. Motion was unanimously carried. A motion was made by Commissioner Bordson, seconded by Commissioner Luhring, to designate Citizens Bank & Trust, Wells Fargo and Home State Bank as depositories for utility funds. Motion was unanimously carried. President Hanson and Secretary Girard abstained from voting due to a conflict of interest. 2. Approve Minutes of December 17, 2014 Regular Meeting The minutes of the December 17, 2014 regular meeting were reviewed. The Board recommended adding `and employment agreement' in the third paragraph to item #10 and fix a grammatical error from "meats" to "meets". After discussion, a motion was made by Commissioner Luhring, seconded by Commissioner Bordson to approve the minutes with amended changes. Motion was unanimously carried. (Changes attached.) 3. Ratify Payment of Bills for December 2014 The December 2014 payables were discussed. After discussion, a motion was made by Commissioner Luhring, seconded by Vice President Morrow to ratify the 1 payment of bills in the amount of $5,289,643.99. (detailed listing in payables book). Motion was unanimously carried. 4. Approve Financial Statements/Budget Year to Date GM Carter presented the November and December 2014 financial statements/budget year-to-date. After discussion, a motion was made by Secretary Girard, seconded by Commissioner Luhring to approve the November and December financial statements/budget year-to-date. Motion was unanimously carried. 5. Approve Changes to Policies GM Carter presented changes to the policies, section: • Electric Service Requirements and Charges Changes and new language added were for clarification. A motion was made by Commissioner Bordson, seconded by Vice President Morrow to approve the changes to section Electric Service Requirements and Charges. Motion was unanimously carried. (Changes attached.) 6. Review Policies GM Carter presented the policies, sections: • Minnesota Government Data Practices Act and Public Records Request • Temporary Service No changes were recommended. 7. Approve Changes to Exempt and Non -Exempt Handbooks GM Carter presented changes to the exempt and non-exempt handbooks, section: • Hiring (Tabled at the December 17, 2014 meeting) The recommended changes were made to include other positions in the hiring process. The Board recommended adding 'with the assistance of the' in front of Human Resource Director and striking 'and legal counsel'. A motion was made by Commissioner Luhring, seconded by Secretary Girard to approve the changes to section Hiring to include the amended changes. Motion was unanimously carried. (Changes attached.) K 8. Review Exempt and Non -Exempt Handbooks GM Carter presented the exempt and non-exempt handbooks, sections: • Administration of Personnel Policies (Tabled at the December 17, 2014 meeting) • Savings Clause (Tabled at the December 17, 2014 meeting) • Probationary Period Upon Hiring (Tabled at the December 17, 2014 meeting) • Temporary Employees (Tabled at the December 17, 2014 meeting) • Promotions and Transfers • Layoffs • Voluntary Leave of Absence No changes were recommended. 9. Discussion and Recommended Approval of HUC Early Retirement Incentive GM Carter presented the memorandum for consideration and approval of a 2015 retirement incentive program. GM Carter explained after meeting with HUC management and in an effort to control costs, he is proposing the Board approve an early retirement incentive program to be offered to 11 eligible employees. The program would provide an approximate 6 -month payback to HUC. This is the same program the City of Hutchinson utilized. The proposed timeline would be for those eligible employees to notify HUC in writing by March 31, 2015 with a resignation date being on or before June 30, 2015. Another program being recommended to the Commission for consideration and future approval is allowing HUC to establish a Health Care Savings Plan (HCSP) with the Minnesota State Retirement System (MSRS). This program should parallel the early retirement incentive program. After discussion, the Board tabled this item requesting Jeremy Carter to do additional analysis and present it at a special commission meeting in February. 10. Approve Resolution 1012 Designation of Authorized Representation GM Carter presented Resolution 1012 Designation of Authorized Representation for Missouri River Energy Services (MRES). As HUC has a base load contract with MRES, we need an HUC representative to sit at board meetings. The Resolution lists GM Carter as the representative and Dan Lang as the alternative representative. A motion was made by Commissioner Luhring, seconded by Secretary Girard to approve Resolution 1012 Designation of Authorized Representation. Motion was unanimously carried. (Resolution 1012 attached.) 3 11. Approve HTI Natural Gas Transportation Agreement GM Carter presented the HTI Natural Gas Transportation Agreement. After discussion, a motion was made by Vice President Morrow, seconded by Commissioner Luhring to approve the HTI Natural Gas Transportation Agreement. Commissioner Bordson abstained from voting due to a conflict of interest. Motion unanimously carried. (Agreement attached.) 12. Approve 3M Energy Conservation Rebate for $127,806.84 GM Carter presented the 3M Energy Conservation Rebate for $127,806.84. After discussion, a motion was made by Commissioner Bordson, seconded by Vice President Morrow to approve the 3M Energy Conservation Rebate for $127,806.84. Motion unanimously carried. (Rebate analysis attached.) 13. Review Service Beyond City Limits of Hutchinson GM Carter presented the Service Beyond City Limits of Hutchinson policy. No changes were recommended. 14. Review CIP Rebate Level of Authority GM Carter presented the CIP Rebate Level of Authority. No changes were recommended. 15. Approve HUC Annual Major Customer Meeting Scheduled for Wednesday, April 8, 2015 as an Open Meeting GM Carter explained historically HUC invites the top 10 electric and natural gas customers. HUC is considering inviting the top 20 to 25 customers to lunch at the Hutchinson Event Center this year and having guest speakers. A motion was made by Secretary Girard, seconded by Vice President Morrow to approve the HUC Annual Major Customer meeting scheduled for Wednesday, April 8, 2015, as an open meeting. Motion was unanimously carried. 16. Communication from the City Administrator President Hanson introduced and welcomed Matthew Jaunich, the new City Administrator for the City of Hutchinson. 17. Division Reports Electric — Dan Lang Nothing to report Electric — Dave Hunstad Nothing to report Electric — Randy Blake • Two Wartsila technicians will be onsite the second week in February to change out all pistons in the new engine as they have experienced problems with them. All 20 pistons will be paid for by Wartsila. 4 Natural Gas — John Webster • Sold 8,000 Dth's of natural gas to BP during the month of January. • Discovered billing error in BP gas invoice in December. Asked them to resolve. Will be getting a credit in next couple months. • Elected to the Board of Directors of the Midwest Energy Association (MEA) for the 2015- 2018 term. 18. Legal Update The City entered into an agreement with Ameresco to development a solar generation system at the wastewater treatment plant. Will be working with Dave Hunstad on an interconnect agreement for this project as Xcel is requiring an agreement to be in place. There will be no net metering. All power is going to be used at the wastewater plant. Unfinished Business • Discuss Separate Business Unit for Wholesale Business o Nothing to report • Discuss Compensation Study o Nothing to report New Business None There being no further business, a motion was made by Commissioner Bordson, seconded by Commissioner Luhring to adjourn the meeting at 4:53 p.m. Motion was unanimously carried. Mark Girard, Secretary ATTEST:. Ant ony Hanson President y u Electric Service Requirements and Charges HUC will require a 24-hour notice, a copy of the State Board of Electricity Certificate of Inspection, and an established account prior to installing a meter and making the final connection. HUC shall not install any facilities until all affected properties are within 6 inches of final grade. Installation of Any Electric Services — November 1 Through March 31 The final determination on installation of electric services shall be made by HUC. New Single -Family Dwelling — Service Size: 200 Amperes or less Single-family dwelling customers will be 240/120 volt single-phase service. HUC shall furnish and install the underground conductors to serve the single-family home with a one-year warranty after installation date. The underground service is the property of the homeowner at date of installation. (4/0-2/0-4/0 URD): Minimum $300.00 Installation Charge up to 100 ft.; additional $2.00/ft. in excess of 100 ft. The customer or their contractor shall provide and install a 200A, ringless meter socket with lever bypass (See meter requirement/placement section). New Single -Family Dwelling — Service Size: Greater than 200 Amperes Single-family dwelling customers will be 240/120 volt single-phase service. Current transformer metering is required. HUC shall furnish the current transformers, meter socket and meter (See meter requirement/placement section). The customer or their contractor shall provide the current transformer housing and facilities, install the current transformers, mount the meter socket and provide an empty 1-1/ inch conduit to the meter socket. HUC shall install the meter wiring and meter. No current transformer metering will be allowed in the power transformer secondary compartment. Bar type current transformers will be used. Provisions for voltage connections for the meter must also be provided. The customer will be responsible for installing the service to the utility transformer or pedestal location. HUC will be responsible to make all secondary connections in the transformer. Transformer secondary connections will be limited to a maximum of four conductors per phase with a maximum size of 750 MCM per conductor. If additional conductors are required per phase, the owner or contractor must provide an approved After discussion, a motion was made by Commissioner Luhring, seconded by Commissioner Bordson to approve the 2015 budget. Motion was unanimously carried. 10. Approve Summary of Closed Meeting Proceedings for the General Manager Performance Appraisal held on November 26, 2014 President Hanson presented the Summary of Closed Meeting Proceedings for the General Manager Performance Appraisal held on November 26, 2014. A motion was made by Commissioner Bordson, seconded by Commissioner Luhring to approve the Summary of Closed Meeting Proceedings for the General Manager Performance Appraisal held on November 26, 2014. Motion was unanimously carried. (Summary attached.) President Hanson explained per the performance appraisal and employment agreement, GM Carter shall receive at least $3,000 prior to December 31, 2014, as his performance standard rating was at least "meats meets iob requirements." A motion was made by Commissioner Bordson, seconded by Commissioner Luhring to approve the $3,000 increase in GM Carter's annual salary prior to December 31, 2014. Motion unanimously carried. 11. Consideration of Approval of Non -Waiver of Tort Liability Limits for General Liability Coverage GM Carter explained the League of Minnesota Cities requested to have on record HUC's governing board has either waived or not waived the liability limits. Attorney Sebora commented it is important that HUC not waive the liability limits as it increases HUC's exposure. A motion was made by Commissioner Luhring, seconded by Vice President Morrow to approve the Non -Waiver of Tort Liability Limits for General Liability Coverage. Motion unanimously carried. (Non -Waiver attached.) 12. Approve 3M Transportation Agreement. John Webster presented the 3M Transportation Agreement explaining the rates are the same as last year. A motion was made by Commissioner Bordson, seconded by Vice President Morrow to approve the 3M Transportation Agreement. Motion unanimously carried. (Agreement attached.) 13. Communication from the Interim City Administrator Interim City Administrator Sebora reported the City approved the contract with the new City Administrator, Matthew Jaunich. 14. Division Reports GM Carter Nothing to report Finance — Jared Martig 3 Exempt HIRING It is the Commission's policy to hire qualified applicants through internal employee promotion and external recruitment if appropriate. The General Manager has the authority to hire all employees and must approve all hiring recommendations. Final interviews for the General Manager position will be conducted by ail GAmmi-ssiene the Commission Board with the assistance of the Human Resources Director. Final interviews for Director positions will be conducted by the General Manager-apA-444e, President of the Commission and Human Resources Director. Non -Exempt HIRING It is the Commission's policy to hire qualified applicants through internal employee promotion and external recruitment if appropriate. The General Manager has the authority to hire all employees and must approve all hiring recommendations. Final interviews for the General Manager position will be conducted by a4 ''emmg«ieneFsthe Commission Board with the assistance of the Human Resources Director. Final interviews for Director positions will be conducted by the General Manager and the President of the Commission and Human Resources Director. January 28, 2015 RESOLUTION 1012 HUTCHINSON UTILITIES COMMISSION CITY OF HUTCHINSON DESIGNATION OF AUTHORIZED REPRESENTATION WHEREAS, the Governing Body of Hutchinson Utilities Commission has entered into an agreement to establish the Missouri Basin Municipal Power Agency, d.b.a. Missouri River Energy Services (MRES), and as a member thereof is entitled to a representative who shall represent the Municipal Utility in the business of MRES. NOW, THEREFORE, BE IT RESOLVED, that Jeremy J. Carter be and he is hereby authorized and appointed as the representative of the Hutchinson Utilities Commission, Hutchinson, Minnesota, to represent the Municipal Utility in the business of MRES, with the powers, duties and responsibilities as provided in said agreement. The alternate representative, Dan Lang, is hereby authorized and appointed with equal powers. - - &J�4��j ? President if ATTEST: NOTARY: �LG c Secretary KRA A. KO$KI WTMY KK C4AOiMWTA My Comm. Exp. Jan. 31, 2015 Date gT�tIT1Es HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN STREET HUTCHINSON MINNESOTA 55350 ANTHONY HANSON PRESIDENT MONTY MORROW VICE PRESIDENT MARK GIRARD SECRETARY DONNA LUHRING COMMISSIONER DWIGHT BORDSON COMMISSIONER JEREMY CARTER GENERAL MANAGER TEL 320-587-4746 FAx 324587-4721 AGREEMENT THIS AGREEMENT ("AGREEMENT") IS MADE AND ENTERED INTO THIS DAY OF JANUARY, 2015, TO BE EFFECTIVE AS OF THE IST DAY OF MAY, 2015, 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, 2015. AT 9:00 A.M. AND TERMINATING ON MAY 1. 2016, AT 9:00 A.M. 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: 1. COMMODITY MONTHLY INSIDE FERC VENTURA INDEX, AS PUBLISHED BY PLATT'S "GAS DAILY", PLUS/MINUS THE NNG VENTURA TO NBPL VENTURA MONTHLY PREMIUM. MONTHLY INDEX AS PUBLISHED IN PLATTS FERC GAS MARKET REPORT FOR NORTHERN NATURAL GAS CO. AT VENTURA, IOWA PLUS OR MINUS ANY INDEX PREMIUM OR DISCOUNT BASED ON CURRENT MARKET CONDITIONS AT THE TIME THE GAS IS PURCHASED. HUC SHALL PURCHASE HTI'S FIRM BASE LOAD NATURAL GAS REQUIREMENTS, FOR THE FOLLOWING MONTH, WITHIN 24 BUSINESS HOURS OF RECEIPT OF HTI'S FIRST OF THE MONTH BASE LOAD NOMINATION. (SEE SECTION 7, PARAGRAPH "A") 2. MONTHLY DEMAND CHARGE MONTHLY DEMAND CHARGE PER -- $10.33 MCF OF BILLING DEMAND 3. TRANSPORTATION CHARGE TRANSPORTATION CHARGE, PER METERED MCF -- $0.87 THIS CHARGE SHALL BE ADJUSTED, STARTING ON MAY 1, 2012 AND ON EACH MAY 1 THEREAFTER, ACCORDING TO ANY CHANGE 1N 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. [31 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. 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" ($7.85 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. [4] 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 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 HT1 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 HUC. 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 BY7:00 A.M. CENTRAL CLOCK TIME ("C.C.T."), BY THE 15TH 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 [5] 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. 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. HUC 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. [61 10. AGENTS A. DESIGNATION OF AGENTS HTI MAY DESIGNATE AN AGENT FOR NOMINATING VOLUMES FOR TRANSPORTATION ON HUC'S SYSTEM. HTI SHALL NOTIFY HUC IN WRITING AT LEAST FIFTEEN (1 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 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: 1 . 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. [71 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. 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 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 181 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 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 191 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. 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 (III) TO THE EXTENT NECESSARY TO IMPLEMENT AND PERFORM THIS AGREEMENT. EACH PARTY SHALL NOTIFY THE OTHER PARTY OF ANY DEMAND 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. [ 121 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:T �. TITLE: COMMISSION PRF--IfIFNT DATE: ' IR - 1`5 - WITNESS. DATE: C 1 3] HUTCHINSON TECHNOLOGIES, INC. BY: AL1- �i NAME: �) J �� I� (_c ✓ sev, TITLE: ���c ��c �..c�-5�`v�c9 j t ✓✓ S,�% DATE: 16AU.r, WITNESS. DATE: 3M Custom Proiects 2014 MMBTU GAS/MCF Saved 3689 MMBTU KWH Saved ECRP-1 163.824 48,014.07 ECRP-2 2382.274 698,204.57 ECRP-3 1098.986 322,094.37 ECRP-4 4900.263 1,436,184.80 ECRP-5 ECRP-6 307.17 90,026.00 ECRP-7 ECRP-8 409.56 120,035.00 MMBTU GAS/MCF Saved 3689 3781 3500 3587 6500 6662 5000 5125 Total MCF Savings 2,714,558.81 $ 27,145.59 KWH SAVINGS TOTAL KW Savings ECRP-1 7.46 $ 2,238.00 ECRP-4 186.5 $ 55,950.00 ECRP-8 29.84 $ 8,952.00 $ 67,140.00 KW SAVINGS TOTAL $ 27,145.59 KWH SAVINGS TOTAL $ 33,521.25 MCF Savings Total $ 127,806.84 TOTAL REBATE 19155