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09-28-2016 HUCMMINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, September 28, 2016 Call to order — 3:00 p.m. President Luhring called the meeting to order. Members present: President Donna Luhring; Vice President Monty Morrow; Commissioner Anthony Hanson; Commissioner Robert Wendorff; Attorney Marc Sebora; General Manager Jeremy Carter. Absent: Secretary Mark Girard. 1. Conflict of Interest None 2. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills A motion was made by Commissioner Wendorff, seconded by Commissioner Hanson to approve the Consent Agenda. Motion was unanimously carried. 3. Approve Financial Statements GM Carter presented the financial statements. A motion was made by Commissioner Hanson, seconded by Vice President Morrow to approve the financial statements. Motion was unanimously carried. 4. Open Forum 5. Communication a. City Administrator — Matthew Jaunich i. The Denver Avenue project will be getting started next week. ii. Discussions continuing with the developer of the hotel project. iii. The City Council adopted the preliminary 2017 budget. b. Divisions Dan Lang — 1. Reviewing applications received in response to the posting for the system controller position. Randy Blake — 1. A couple weeks ago, Unit 3 lost one cylinder and it is being repaired. Randy commented the engine is almost 50 years old. iii. Dave Hunstad — 1. Finishing up on the following projects: 12th Avenue Northwest, the aquatic center and Roberts Road Southwest. iv. Brenda Ewing — 1. Working on insurance quotes for 2017. 2. Working on pay for performance proposals for non-union employees. c. Legal — Attorney Sebora i. Nothing to report. d. General Manager — Jeremy Carter i. Continuing to work on the cash reserve policy topics. ii. A compensation performance matrix will be presented in months to the Board. iii. Continuing to work on the 2017 budget. iv. HUC's customer appreciation Open House is next Tuesday. 6. Policies a. Review Policies i. Required Clothing (Non -Exempt only) ii. Small Hand Tools (Non -Exempt only) iii. Safety Glasses (Non -Exempt only) No changes were recommended. b. Approve Changes i. Recognition Policy Changes were made for clarification. the next couple A motion was made by Vice President Morrow, seconded by Commissioner Wendorff to approve the changes to the Recognition Policy. Motion was unanimously carried. (Changes attached.) 7. Unfinished Business a. Update on Pack Gas Discussions GM Carter and John Webster are working on coordinating a mid-October meeting with the stakeholders to discuss a resolution. 8. New Business a. Discuss New Policy for Temporary Electric Services In the event of an underground service failure to an existing customer, HUC currently furnishes a temporary service until the customer can make arrangements to have it repaired. Currently, HUC does not have a formal policy that addresses an appropriate allowable time period for existing services to be repaired. HUC staff would like the Board to consider adding a policy that would 2 address expediting the process and time frame for services to be repaired to minimize the length of time temporary services are in place. After discussion, a motion was made by Commissioner Hanson, seconded by Vice President Morrow to approve the Temporary Service in Case of Underground Failure policy. Motion unanimously carried. (Policy attached.) b. Approve Amended MRES Revenue Sharing and Facilities Assignment Agreement This revised agreement between HUC and MRES ties together two current agreements, the Revenue Sharing Services Agreement and the Facilities Assignment Agreement, which were signed in 2011 and set to expire in 2019. The purpose of the agreement is to provide HUC (and 12 other MRES members) a revenue recovery path for transmission investments by assigning the functional control of HUC transmission assets to MRES, who in turn then pass that control to MISO. Other changes/additions include language specifying insurance requirements, and the right of first refusal by MRES of developmental rights for future transmission projects that lie outside of HUC's service area (city limits) but connect to HUC's transmission facilities. After discussion, a motion was made by Commissioner Hanson, seconded by Commissioner Wendorff to approve the amended MRES Revenue Sharing and Facilities Assignment Agreement. Motion unanimously carried. (Agreement attached.) c. Declare an Open Meeting for HUC's Annual Open House being held on Tuesday, October 4 from 4:00 p.m. to 7:00 p.m. A motion was made by Vice President Morrow, seconded by Commissioner Wendorff to declare an open meeting for HUC's annual open house being held on Tuesday, October 4 from 4:00 p.m. to 7:00 p.m. President Luhring announced she is resigning from the Board, effective December 31, 2016. Also, the terms for both Vice President Morrow and Secretary Girard are up for reappointment in December 2016. GM Carter will work on the candidate matrix with the Board to prepare a recommendation to be sent to the City Council for future HUC board member consideration. 3 Adjourn There being no further business, a motion was made by Commissioner Hanson, seconded by Commissioner Wendorff to adjourn the meeting at 3:41 p.m. Motion was unanimously carried. i ATTEST:' Donna Luh ring, 'President 4 Monty Morrod6,`Vice President EXEMPT RECOGNITION POLICY - SERVICE AWARDS AND RETIREMENT GIFTS Obiective Service awards and retirement gifts are provided to recognize and reward employees for service with the company. Awards are granted without regard to position or salary. Scope of Policy Full-time, active employees are eligible for a service award every five (5) years of service completed. The service awards may increase in value based on longevity, per the table listed in Service Award Procedures below. Service Credit Service credit for service awards will count from the first day an individual is considered a full-time employee of HUC and continue while the employee remains on full-time, active status. If an individual has a break in service, their service credit may resume accumulating when they return to full-time status, depending on the nature of the break. Service Award Procedures HUC will inform the individual employee of their eligibility and ask them where they would like a gift card from per table below. Employee will receive a Certificate of Appreciation signed by the General Manager and presented to them at the Recognition Banquet. The ample ec =d z allos+ shall be eRtitled te attend any .nnua! cmp! =, _—P=_care UG Gift cards must be for personal, tangible property and may not be redeemed for cash. Amount Years of Service $50 5 Years $100 10 Years $125 15 Years $150 I 20 Years $175 25 Years $200 30 Years $250 35 Years $300 40 Years Retirement Recoanition Procedures Retirees have the option of a potluck luncheon in their honor. A gift from HUC valued at no greater than $300 will be given to the retiree. ffesented at the luneheen 9F en theiF IaSt physiGal day ef WeFk. The immediate supervisor will be responsible for coordinating the purchase of the gift. NON-EXEMPT RECOGNITION POLICY — SERVICE AWARDS AND RETIREMENT GIFTS Obiective Service awards and retirement gifts are provided to recognize and reward employees for service with the company. Awards are granted without regard to position or salary. Scope of Policy Full-time, active employees are eligible for a service award every five (5) years of service completed. The service awards may increase in value based on longevity, per the table listed in Service Award Procedures below. Service Credit Service credit for service awards will count from the first day an individual is considered a full-time employee of HUC and continue while the employee remains on full-time, active status. If an individual has a break in service, their service credit may resume accumulating when they return to full-time status, depending on the nature of the break. Service Award Procedures HUC will inform the individual employee of their eligibility and ask them where they would like a gift card from per table below. Employee will receive a Certificate of Appreciation signed by the General Manager and presented to them at the Recognition Banquet. The employee and a guest '`"" be entitled to attend any .......r! crrp! . Gift cards must be for personal, tangible property and may not be redeemed for cash. Amount I Years of Service $50 I 5 Years $100 10 Years $125 15 Years $150 I 20 Years $175 25 Years $200 30 Years $250 35 Years $300 40 Years Retirement Recoenition Procedures Retirees have the option of a potluck luncheon in their honor. A gift from HUC valued at no greater than $300 will be Riven to the retiree. pFesented at the IwneheeR 9F GA theiF last physical day Of WaFk. The immediate supervisor will be responsible for coordinating the purchase of the gift. New Policy for Approval Temporary Service in case of Underground Failure When an underground service fails, HUC will furnish a temporary service to the customer at no charge. The customer will have ten working days to repair or replace the service. In the event the work can't be completed within ten working days the customer may contact HUC to perform the required maintenance at HUC's current time and material rates. If after ten working days, the required maintenance has not been completed or the customer has not contacted HUC to make arrangements to have the service repaired, HUC will remove the temporary service. In the event of frost, the customer will need to contact HUC to make arrangements to have the repair done at a later date. TRANSMISSION FACILITIES ASSIGNMENT AGREEMENT MRES — Hutchinson This Transmission Facilities Assignment Agreement (the "Agreement") is made and entered into this _ day of 12016, 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 are at times referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, Municipality owns certain transmission facilities described in Exhibit A to this Agreement (the "Transmission Facilities") which are integrated with the transmission system of Midcontinent Independent System Operator, Inc. ("MISO"), a regional transmission organization ("RTO") authorized and approved by the Federal Energy Regulatory Commission ("FERC"). WHEREAS, Municipality desires to obtain revenue from the Transmission Facilities by assigning functional control of the Transmission Facilities to MRES and by engaging MRES to provide revenue sharing services, subject to the terms and conditions of this Agreement. WHEREAS, MRES, in turn, will assign functional control of the Transmission Facilities to the RTO in accordance with the RTO's Transmission, Energy, and Operating Reserve Market Tariff, and the associated Transmission Owner ("TO") Agreement between the RTO and MRES dated August 24, 2007, each as may be amended from time to time (collectively, the "Tariff'). WHEREAS, the Parties desire to enter into this Agreement to define their respective rights and obligations with respect to the Transmission Facilities, and the receipt and distribution of revenue therefrom. WHEREAS, MRES and Municipality previously entered into a MISO Transmission Facilities Assignment Agreement and a TO Revenue Sharing Services Agreement, which agreements are superseded and replaced by this Agreement upon the effective date of this Agreement as set forth in Section 3.1 below. NOW THEREFORE, the Parties agree as follows: 1. ASSIGNMENT OF FUNCTIONAL CONTROL. 1.1 Assignment. Municipality hereby assigns and transfers to MRES functional control of the Transmission Facilities for the term of this Agreement. Upon termination of this Agreement, functional control of the Transmission Facilities shall revert back to Municipality without any further action by the Parties. Transmission Facilities Assignment Agreement Page 1 1.2 Subsequent Assignment. Municipality acknowledges and agrees that MRES, subsequent to the assignment described in Section 1.1 above, will assign and transfer functional control of the Transmission Facilities to the RTO in accordance with the Tariff and FERC rules. 1.3 Phvsical Control. Municipality at all times shall retain physical care and control of the Transmission Facilities, including without limitation all obligations to construct, repair, re- construct, maintain, and insure the Transmission Facilities in accordance with Good Utility Practice (as defined in the Tariff). MRES shall have no responsibility or liability for physical care or control of the Transmission Facilities or any actions associated therewith. a. Additional Facilities. In the event additional transmission facilities are constructed or acquired by Municipality during the term of this Agreement, and such facilities are eligible for cost recovery under the Tariff, the Parties, upon the request of Municipality, shall add such facilities to the Transmission Facilities by executing an amended Exhibit A which describes and incorporates such facilities. Upon execution of an amended Exhibit A, the additional facilities shall constitute Transmission Facilities for all purposes of this Agreement. b. Other Obligations. In the event MRES is required by FERC, the RTO, or applicable law, rule or regulation to undertake, or to enter into an agreement with the RTO or any other person or entity to undertake, any obligation of physical construction, care or control of any Transmission Facilities (or any additional facilities described in subsection (a) above) or any other obligation outside of the revenue sharing services described in this Agreement, Municipality shall assume, carry out, and be responsible for all such obligations on MRES's behalf and shall indemnify, defend, and hold harmless MRES from and against any claims, damages, liabilities, costs and expenses (including attorneys' fees) arising from Municipality's failure to carry out such obligations. If requested by MRES, Municipality and MRES shall enter into one or more supplemental agreements to further define the obligations of Municipality, which agreement(s) may be attached hereto as Exhibit B. The election of MRES to not require a supplemental agreement shall not diminish or otherwise alter Municipality's obligations under this subsection. C. Notification. Municipality shall notify MRES in writing as soon as practicable of any events, circumstances or occurrences relating to the Transmission Facilities which may be reasonably expected to affect either Party's rights or obligations under this Agreement. 1.4 Legal Compliance. Municipality shall comply with all laws, rules, and regulations applicable to the Transmission Facilities and the ownership, use and maintenance thereof. Without limiting the generality of the foregoing, Municipality shall retain all responsibility to comply with the rules and regulations of the North American Electric Reliability Corporation. 2. REVENUE SHARING SERVICES. 2.1 Appointment. Municipality authorizes and appoints MRES to serve as Municipality's TO agent (as defined in the Tariff) for all purposes required under the Tariff and for protesting or contesting, on its behalf, any errors in billing or related matters. Municipality Transmission Facilities Assignment Agreement Page 2 authorizes MRES to obtain, on Municipality's behalf, rate recovery, and revenue distributions from the RTO and/or other TO (as defined in the Tariff), as applicable, subject to the terms and conditions of this Agreement. 2.2 Services. Based on information provided by Municipality, MRES, on an annual basis, shall take all steps reasonably required to include the revenue requirement related to the Transmission Facilities in the Annual Transmission Revenue Requirement (as defined in the Tariff) for the RTO pricing zone in which the Transmission Facilities are located. 2.3 Revenues. MRES anticipates receiving monthly transmission revenue sharing payments from the RTO, paid to MRES either by the RTO or by other TO in the RTO. MRES shall establish reasonable accounting procedures to distribute any such shared monthly transmission revenue, based on the FERC and/or RTO -approved Formula Rate Template (as defined in Section 2.7 below) for MRES, Municipality, and other applicable TOs, after payment of allowable fees and costs as described in Section 2.4 below. MRES, subject to the fees and costs described in Section 2.4 and in accordance with the accounting procedures described above, shall disburse to Municipality the revenues received by MRES from the RTO and/or other Transmission Owners, as applicable, for use of the Transmission Facilities. Municipality acknowledges that MRES does not, and cannot, guaranty the receipt and disbursement of revenue with respect to the Transmission Facilities. 2.4 Fees and Costs. Municipality shall pay to MRES the following fees, costs and charges, in amounts and upon terms as may be established by the MRES Board of Directors from time to time: (a) reasonable administrative fees for MRES's services hereunder; (b) reimbursement of engineering, legal and other costs incurred by MRES in performing its services hereunder; (c) Municipality's allocable share of MRES costs incurred in performing its TO agent function, including costs incurred under the Tariff; and (d) any miscellaneous RTO charges reasonably allocable to Municipality which MRES may initially pay on Municipality's behalf, including administrative charges associated with the Transmission Facilities. At the option of MRES, MRES may offset the foregoing fees, costs, and charges against revenues to be disbursed to Municipality pursuant to this Agreement. 2.5 Pavments to RTO. In the event payments are required to be made to the RTO with respect to the Transmission Facilities, such as FERC or RTO -ordered refunds of transmission revenues, Municipality, upon the request of MRES, shall pay to MRES any such required amount, plus any interest payable thereon, and MRES shall remit such payment to the RTO or other applicable payee. If deemed appropriate by MRES, MRES may advance the required payment to the RTO or other applicable payee, and Municipality shall reimburse MRES within ten days' of MRES's notice to Municipality of such payment. 2.6 Conditions to Pavment. Municipality shall not be entitled to receive payments as described in this Agreement unless and until: (a) the Transmission Facilities are integrated into the RTO for transmission revenue sharing purposes, and (b) MRES begins to take, on behalf of Municipality, network transmission service under the Tariff. 2.7 Municipality Information. Municipality shall deliver to MRES, from time to time as requested by MRES, the following: (a) a copy of Municipality's most recent audited financial Transmission Facilities Assignment Agreement Page 3 statements; (b) a formula rate template, in a form acceptable to the RTO and/or FERC, and approved by MRES, which calculates the annual revenue requirement for the Transmission Facilities (the "Formula Rate Template"); (c) written notice to MRES as to how revenues are to be delivered to Municipality; and (d) any other information, including technical information, MRES requests for purposes of carrying out its obligations under this Agreement. Municipality acknowledges and agrees that the foregoing information is necessary for MRES to effectively perform its services under this Agreement, and that MRES may withhold from Municipality any revenue payments hereunder until all such information is provided to MRES in acceptable form. 3. TERM. 3.1 Term. This Agreement shall become effective as of November 1, 2016. The initial term of this Agreement shall expire on December 31, 2025. This Agreement shall automatically renew for additional periods of one (1) year each, 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 otherwise agreed by the Parties. 3.2 Termination. This Agreement shall terminate prior to the end of the term described in Section 3.1 as set forth in this section below. a. If for any reason MRES ceases, voluntarily or involuntarily, to be a TO, this Agreement shall terminate and the Parties shall work together to attempt to find an alternate TO to process Municipality's transmission revenue, and to distribute any remaining revenues. b. If for any reason the Power Sale Agreement ("5-1") between MRES and Municipality expires or is terminated, this Agreement shall terminate upon the date of termination of the S-1. C. Upon default by Municipality in making any payment or performing any other obligation required of it under this Agreement, this Agreement may be terminated at the option of MRES if such default is not cured within fifteen (15) days after delivery by MRES to Municipality of a written notice specifying the default. d. Upon default by MRES in making any payment or performing any other obligation required of it under this Agreement, this Agreement may be terminated at the option of Municipality if such default is not cured within fifteen (15) days after delivery by Municipality to MRES of a written notice specifying the default. e. If either Party's performance under the terms of this Agreement is reasonably determined by such Party to be contrary to law, this Agreement may be terminated by written notice provided by such Party to the other Party. 3.3 Effect of Termination. Termination of this Agreement will not relieve or release either Party from any of its obligations, and liabilities under this Agreement existing or arising prior to such termination. All provisions of this Agreement which by their nature are intended to Transmission Facilities Assignment Agreement Page 4 survive, shall survive the termination of this Agreement. Without limiting the generality of the foregoing, Sections 7 and 8 shall survive the termination of this Agreement. In the event MRES is required to enter into any agreement with the RTO or any other person or entity as described in Section 1.3(b) above, Municipality shall cause MRES to be released from such agreement upon termination of this Agreement, or if such release cannot be obtained, Municipality shall continue to assume, carry out, and be responsible for all obligations of MRES under such agreement and shall indemnify, defend, and hold harmless MRES from and against any claims, damages, liabilities, costs and expenses (including attorneys' fees), arising from Municipality's failure to carry out such obligations. 4. REPRESENTATIONS AND WARRANTIES. 4.1 Representations of MRES. MRES represents and warrants to Municipality as follows: (a) MRES is duly organized, validly existing, and in good standing under the laws of the State of Iowa; (b) MRES has taken all such actions as may be necessary and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby; and (c) this Agreement is a legal, valid, and binding obligation of MRES enforceable in accordance with its terms. 4.2 Representations of Municipality. Municipality represents and warrants to MRES as follows: (a) Municipality is a municipal corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota; (b) Municipality has taken all such actions as may be necessary and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby; and (c) this Agreement is a legal, valid and binding obligation of Municipality enforceable in accordance with its terms. 5. TRANSMISSION DEVELOPMENT RIGHTS. 5.1 Development Rights. The Parties acknowledge and agree that Municipality, now or in the future, may have or receive rights, options or other interests, pursuant to federal, state or local law, to develop and/or own, or to participate in the development and/or ownership of, transmission facilities that connect to the Transmission Facilities or other transmission facilities of Municipality (the "Development Rights"). The Parties agree that, for purposes of this Agreement, Development Rights shall include only those rights, options or other interests associated with transmission facilities to be located outside of the city limits of Municipality not intended to solely meet the needs of Municipality. 5.2 Notice of Development Rights. Each Party, within ten (10) days of the date upon which such Party is first notified or becomes aware of any Development Rights, shall provide written notification to the other Party of the Development Rights. 5.3 Right to Receive Transfer. Municipality hereby grants to MRES or its assignee, during the term of this Agreement, the irrevocable right to receive assignment and transfer of any Development Rights of Municipality, to the extent permitted by applicable law, as additional consideration to MRES for the performance by MRES of its obligations under this Agreement. Transmission Facilities Assignment Agreement Page 5 5.4 Exercise of Riaht. MRES or its assignee, to exercise its rights under Section 5.3 above, shall provide written notice to Municipality of such exercise within sixty (60) days after MRES provides or receives, as is applicable, written notice under Section 5.2 above. In the event MRES or its assignee elects to receive assignment and transfer of Development Rights, Municipality shall execute, and deliver all documents required to further memorialize such assignment and transfer. Upon MRES's receipt of Development Rights, MRES may determine, in its sole discretion based on its review and analysis of the development opportunity, whether or not to utilize and participate in the Development Rights. 6. FORCE MAJEURE. 6.1 Notice. Suspension. 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 of the Force Majeure Condition to the other Party as soon as reasonably possible, the obligations of the Party giving such notice, insofar as affected by such Force Majeure Condition, shall be suspended during the continuance of the Force Majeure Condition. 6.2 Force Maieure 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 disasters, including floods, earthquakes, and storms; cyberattacks; war, insurrection, terrorists acts or other unlawful acts against public order or authority; actions, restraints or orders or regulations by governmental, court or public authority; explosions, fires, 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. The Parties agree that a change in price or market conditions does not constitute a Force Majeure Condition. 7. LIABILITY. INDEMNITY; INSURANCE. 7.1 Exclusive Remedies. The exclusive remedy of Municipality, and the exclusive liability of MRES, with respect to this Agreement shall be the recovery by Municipality of any funds received by MRES pursuant to Section 2 above which are attributable to the Transmission Facilities (less fees, costs and charges as described in this Agreement), if and to the extent MRES fails to remit such funds to Municipality as required by this Agreement. The exclusive remedy of MRES, and the exclusive liability of Municipality, with respect to this Agreement, shall be the recovery by MRES of any overpayments of transmission revenues and costs (including adders, true -ups, penalties, etc.) paid to Municipality, the recovery by MRES of all fees, costs and charges payable to MRES under this Agreement, and Municipality's full payment and performance of all indemnity obligations under Sections 1.3(b) and 7.3 below. The Parties waive every other claim or form of damage arising at law or in equity. 7.2 Waiver of Damages. In addition to the limitations described in Section 7. 1, MRES, Municipality, and their respective officers, directors, employees and agents shall not be liable for special, indirect, incidental, punitive or consequential damages under, arising out of, or in connection with the performance or non-performance of this Agreement, whether based on contract, tort, strict liability, warranty, indemnity, or otherwise. Transmission Facilities Assignment Agreement Page 6 7.3 Indemnity. Municipality shall indemnify, defend and hold harmless MRES, and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs and expenses, including attorneys' fees, arising out of or related to: (a) the Transmission Facilities, including without limitation the construction, repair, re -construction, maintenance and use thereof; and (b) any failure of Municipality to perform any of its obligations under this Agreement. 7.4 Insurance. Municipality shall maintain the following insurance during the term of this Agreement with insurers acceptable to MRES: (a) employers' liability and workers' compensation insurance as required by applicable law; (b) commercial general liability insurance including premises and operations, personal injury, products and completed operations, explosion, and collapse coverages, with minimum limits of $1,000,000 per occurrence and aggregate; and (c) comprehensive automobile liability insurance with minimum limits of $1,000,000 per accident and aggregate. In the event MRES, due to its service as TO with respect to the Transmission Facilities, is required by the Tariff, FERC or the RTO to carry insurance in excess of the coverages required of Municipality under this section, MRES may require Municipality to obtain insurance equal to such excess required amounts and, in the event Municipality fails to obtain such additional insurance, MRES may obtain such insurance and charge the cost thereof to Municipality pursuant to Section 2.4 above. 8. GENERAL TERMS. 8.1 Notices. Any notice or other communication required or permitted under this Agreement (collectively a "Notice") shall be in writing and addressed to the other Party at the address 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 legal@mrenergy.com If to Municipality: General Manager Hutchinson Utilities Commission 225 Michigan St SE Hutchinson, MN 55350 Each notice shall be deemed delivered on the earlier of: (a) its actual receipt, if delivered personally, by courier service, or by email, or (b) on the third day after the notice is postmarked for mailing by first class, certified or registered, United States mail, with return receipt requested (whether or not the return receipt is subsequently received by the sender). 8.2 Cooperation. The Parties shall cooperate with one another in the performance of the obligations under this Agreement, and to do so in such a way as to protect the non-taxable status of each Party. The Parties agree to execute and deliver such other and further documents and instruments as may be reasonably necessary to accomplish the purposes of this Agreement. 8.3 Assignment. Neither Party may assign its rights, or delegate its duties, under this Agreement without the prior written consent of the other Party, which consent shall not be Transmission Facilities Assignment Agreement Page 7 unreasonably withheld. Notwithstanding the foregoing, MRES shall be entitled to assign its rights under Section 5 to WMMPA. 8.4 Binding Effect. All of the terms, covenants and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Parties and their respective successors, heirs, executors and permitted assigns. 8.5 Third Parties. Nothing in this Agreement shall be construed as giving any person, firm, corporation or other entity, other than the Parties and their respective successors and permitted assigns, any right, remedy or claim under or in respect to this Agreement. 8.6 Privacv and Securitv of Information on Individuals,. MRES is a political subdivision that operates under the intergovernmental cooperation laws of the states in which it has members and thus is generally subject to public records laws analogous to those of its members. Such laws require that certain data collected or exchanged in carrying out the purposes of this Agreement shall be treated as non-public and confidential information, as defined by applicable law. A Party disclosing any such information in the performance of this Agreement shall designate in writing the information as confidential, using the phrase "Confidential, Subject to Restricted Access and Disclosure," or similar words. The Party receiving such designated information may not disclose the information to any third party, except as required by law, by a specific written agreement among the Parties and/or the subject of the information, or as otherwise provided in this section. If a Party in receipt of confidential information receives a request for disclosure of the confidential information and, in the opinion of legal counsel for the receiving Party, disclosure is required by law, such Party shall immediately inform the Party who disclosed the information prior to making any such disclosure. Each Party shall cooperate to enable the Party who disclosed the information, or other affected entities, if they so desire, to obtain a protective order or other reliable assurance that confidential treatment will be maintained consistent with applicable law. Each Party agrees to defend, indemnify and hold harmless the other Party and its officials, officers, agents, employees and volunteers from and against any claims resulting from the indemnifying Party's unauthorized and unlawful disclosure and/or use of data in violation of the terms of this section. The terms of this section shall survive the termination of this Agreement for a term as provided by law or, in the absence of a specific law, as provided by records management policies of each respective Party. 8.7 Severabilitv. If any provision of this Agreement is determined to any extent to be invalid, the remainder of this Agreement shall not be affected and every other provision of this Agreement shall be valid and in force to the fullest extent allowed by law. 8.8 Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. 8.9 Entire Agreement; Amendments.. This Agreement, and all exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and any agreement made hereafter shall be ineffective to change, modify or discharge, in whole or in part, the terms of this Agreement, unless such agreement is in writing and signed by Transmission Facilities Assignment Agreement Page 8 the Party against whom enforcement of the change, modification or discharge is sought. 8.10 Counterparts; Facsimiles. This Agreement may be executed 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. [Signature Page Follows] Transmission Facilities Assignment Agreement Page 9 IN WITNESS WHEREOF, the Parties hereto have caused this Transmission Facilities Assignment Agreement as of the date set forth above. MISSOURI BASIN MUNICIPAL POWER AGENCY d/b/a MISSOURI RIVER ENERGY SERVICES Sign: Print: Title: HUTCHINSON UTILITIES COMMISSION Sign: Print. G^ [✓ta Title:-// Transmission Facilities Assignment Agreement Page 10 EXHIBIT A TO TRANSMISSION FACILITIES ASSIGNMENT AGREEMENT -TRANSMISSION FACILITIES - The Transmission Facilities of Municipality subject to this Agreement are as follows: Substations McLeod Substation 230kV/115kV Municipal Substation I I5kV/69kV 3M Substation 115kV Plant 1 Substation 69kV Plant 2 Substation 69kV HTI Substation 69kV Transmission Lines McLeod Sub - 3M Sub 115 kV 3M Sub - HUC Municipal Sub 115 kV HUC Municipal Sub - GRE Big Swan 115 kV HUC Municipal Sub - GRE Hassan Jct. 69 kV HUC Municipal Sub - Plant 2 Sub 69kV HUC Municipal Sub - Plant 1 Sub 69kV HUC Municipal Sub - HTI Sub 69kV HUC Municipal Sub - Switch C3NS 12 69kV Switch C3NS 12 - GRE Line to Willmar 69kV Dated: Dated: 5.21 miles 1.11 miles 1.3 miles 1.2 miles 0.2 miles 1.04 miles 0.6 miles 1.04 miles 1.28 miles MISSOURI BASIN MUNICIPAL POWER AGENCY d/b/a MISSOURI RIVER ENERGY SERVICES Sign: Print: Title: HUTCHINSON UTILITIES COMMISSION Sign: �_/— Print: Transmission Facilities Assignment Agreement Exhibit A