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04-30-2008 HUCMRegular Meeting April 30, 2008 Members present: President Donald H. Walser; Vice President David Wetterling; Secretary Dwight Bordson; Commissioner Craig Lenz; Commissioner Robert Hantge; Attorney Marc Sebora; General Manager Michael Kumm President Walser called the meeting to order at 3:00 p.m. The minutes of the March 26, 2008 regular meeting were reviewed. A motion was made by Vice President Wetterling, seconded by Commissioner Hantge to approve the minutes as written. Motion was unanimously carried. The minutes of the April 2, 2008 special meeting were reviewed. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the minutes as written. Motion was unanimously carried. Brenda Ewing, Human Resources Director, presented the changes to the family and medical leave policy mandated by Federal law. After discussion, a motion was made by Commissioner Hantge, seconded by Secretary Bordson to amend section 5, Employee Benefits, Family and Medical Leave of the HUC exempt and non-exempt employee handbooks with one verbiage change and one sentence placement change requested by the Board. Motion was unanimously carried. The March payables were discussed. A motion was made by Vice President Wetterling, seconded by Commissioner Lenz to ratify the payment of bills in the amount of $4,566.662.61 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the March financial statements/budget year-to-date. After discussion, a motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve the March financial statements/budget year-to-date. Motion was unanimously carried. A proposal from Haugen Architecture, Inc. was presented. This proposal is for providing architectural and engineering services for the new materials center and remodeling of the existing warehouse on our north complex. Haugen Architecture has already provided the specs and drawings for this project; he needs the contract signed for business purposes and we need it for our files. A motion was made by Commissioner Hantge, seconded by Secretary Bordson, to approve proposal for architectural and engineering services from Haugen Architecture, Inc. for the construction of new materials center and remodel of existing warehouse on north complex. Motion was unanimously carried. GM Kumm presented the service agreement with Geronimo Wind Energy. This is the first stage of the wind feasibility study. Attorney Sebora has reviewed the agreement. After discussion, a motion was made by Commissioner Hantge, seconded by Secretary Bordson, to approve the agreement with Geronimo Wind Energy to conduct analysis. Motion was unanimously carried. At next commission meeting Geronimo will have sites selected for the board to act on. Requisition #003048 was presented for approval. This is to stay in compliance with the 2008 Public Awareness Program. A motion was made by Secretary Bordson, seconded by Commissioner Lenz, to approve requisition #003048 for public awareness program for transmission line and distribution system for 2008 from Paradigm. Motion was unanimously carried. Requisition #003067 was presented for approval. This is software to schedule preventative maintenance on the electric and gas distribution system. After discussion, a motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve requisition #003067 for desktop licenses and software update/support from CityWorks-Azteca Systems Inc. Motion was unanimously carried. Requisition #003073 was presented for approval. A motion was made by Vice President Wetterling, seconded by Commissioner Lenz, to approve requisition #003073 for labor and materials for complete electrical installation on chiller and building addition from Quades. Motion was unanimously carried. GM Kumm mentioned that he has overview prints available for commissioners to view. Bid tabulation result was presented for approval. After discussion, a motion was made by Vice President Wetterling, seconded by Secretary Bordson, to approve the bid tabulation for 2008 trencher w/ancillary equipment including trade of Ditch Witch model 7020 trencher, backhoe and Redi-Haul trailer from Ditch Witch of Minnesota, Inc. Motion was unanimously carried. Discussion took place regarding PILOT (payment in lieu of taxes) as a line item on utility bills. A motion was made by Vice President Wetterling, seconded by Secretary Bordson, to appoint GM Kumm and Commissioner Lenz to serve on a committee to reconvene the discussions with City Council (from 2005) and revisit the formula of the PILOT program. Motion was unanimously carried. Discussion was held on the strategic plan – vision statement four – strategic objectives. This vision statement incorporates the IRP (integrated resource plan), which we are following. Some items have already been completed. The May 28, 2008 commissioner’s meeting has been rescheduled for Monday, June 2, 2008 at 3:00 p.m. Division reports Manpower Study GM Kumm reported on HUC doubling its assets, without increasing the work force. Business – Jan Sifferath Pre-bid meeting held for the materials center & remodel of north complex HSA (health savings account) meeting with employees Legislature passed purchasing limits – effective August 1, 2008. Will come before board at a future meeting with recommendation. Having some issues with billing software upgrade CIP going well Electric – Steve Lancaster Chiller project has started Fuel tank removal and installation has started Bids for the plant beautification will be in paper next week – phase one will be over a 2-year period Gas – Steve Sturges Replacing pipe at Rolling Greens Lane Several requests for natural gas service outside city limits have come in New services are also being installed GM Kumm reported on the following: HUC was recognized by the State on Partnership for Trees – we are now eligible for the Golden Tree Award Received the Tree Line Award and a flag, to be placed below the US flag – only municipal in state recognized for this award Vice President Wetterling asked about the feasibility of the Round-Up Program. This program would round up your utility bill to the nearest dollar with the extra money going back to the community. This will be discussed at a future meeting. Legal Update None Unfinished Business None New Business ACH Credit Cards: A customer had contacted us for this pay option, but with the current upgraded software it is not feasible at this time. Commissioner Hantge mentioned the possibility of buying merchandise/vehicles during the year instead of right after the first of the year after budget approval; understanding the urgency in needing some merchandise/vehicles immediately. This will be taken into consideration in the future. There being no further business, a motion was made by Vice President Wetterling, seconded by Secretary Bordson to adjourn the meeting at 4:26 p.m. Motion was unanimously carried. _________________________________ Dwight Bordson, Secretary ATTEST________________________________ Donald H. Walser, President Regular Meeting April 30, 2008 Members present: President Donald H. Walser; Vice President David Wetterling; Secretary Dwight Bordson; Commissioner Craig Lenz; Commissioner Robert Hantge; Attorney Marc Sebora; General Manager Michael Kumm President Walser called the meeting to order at 3:00 p.m. The minutes of the March 26, 2008 regular meeting were reviewed. A motion was made by Vice President Wetterling, seconded by Commissioner Hantge to approve the minutes as written. Motion was unanimously carried. The minutes of the April 2, 2008 special meeting were reviewed. A motion was made by Commissioner Lenz, seconded by Secretary Bordson to approve the minutes as written. Motion was unanimously carried. Brenda Ewing, Human Resources Director, presented the changes to the family and medical leave policy mandated by Federal law. After discussion, a motion was made by Commissioner Hantge, seconded by Secretary Bordson to amend section 5, Employee Benefits, Family and Medical Leave of the HUC exempt and non - exempt employee handbooks with one verbiage change and one sentence placement change requested by the Board. Motion was unanimously carried. The March payables were discussed. A motion was made by Vice President Wetterling, seconded by Commissioner Lenz to ratify the payment of bills in the amount of $4,566.662.61 (detailed listing in payables book). Motion was unanimously carried. GM Kumm presented the March financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve the March financial statements /budget year -to -date. Motion was unanimously carried. A proposal from Haugen Architecture, Inc. was presented. This proposal is for providing architectural and engineering services for the new materials center and remodeling of the existing warehouse on our north complex. Haugen Architecture has already provided the specs and drawings for this project; he needs the contract signed for business purposes and we need it for our files. A motion was made by Commissioner Hantge, seconded by Secretary Bordson, to approve proposal for architectural and engineering services from Haugen Architecture, Inc. for the construction of new materials center and remodel of existing warehouse on north complex. Motion was unanimously carried. GM Kumm presented the service agreement with Geronimo Wind Energy. This is the first stage of the wind feasibility study. Attorney Sebora has reviewed the agreement. After discussion, a motion was made by Commissioner Hantge, seconded by Secretary Bordson, to approve the agreement with Geronimo Wind Energy to conduct analysis. Motion was unanimously carried. At next commission meeting Geronimo will have sites selected for the board to act on. Requisition #003048 was presented for approval. This is to stay in compliance with the 2008 Public Awareness Program. A motion was made by Secretary Bordson, seconded by Commissioner Lenz, to approve requisition #003048 for public awareness program for transmission line and distribution system for 2008 from Paradigm. Motion was unanimously carried. Requisition #003067 was presented for approval. This is software to schedule preventative maintenance on the electric and gas distribution system. After discussion, a motion was made by Commissioner Lenz, seconded by Vice President Wetterling to approve requisition #003067 for desktop licenses and software update /support from CityWorks- Azteca Systems Inc. Motion was unanimously carried. Requisition #003073 was presented for approval. A motion was made by Vice President Wetterling, seconded by Commissioner Lenz, to approve requisition #003073 for labor and materials for complete electrical installation on chiller and building addition from Quades. Motion was unanimously carried. GM Kumm mentioned that he has overview prints available for commissioners to view. Bid tabulation result was presented for approval. After discussion, a motion was made by Vice President Wetterling, seconded by Secretary Bordson, to approve the bid tabulation for 2008 trencher w /ancillary equipment including trade of Ditch Witch model 7020 trencher, backhoe and Redi -Haul trailer from Ditch Witch of Minnesota, Inc. Motion was unanimously carried. Discussion took place regarding PILOT (payment in lieu of taxes) as a line item on utility bills. A motion was made by Vice President Wetterling, seconded by Secretary Bordson, to appoint GM Kumm and Commissioner Lenz to serve on a committee to reconvene the discussions with City Council (from 2005) and revisit the formula of the PILOT program. Motion was unanimously carried. Discussion was held on the strategic plan — vision statement four — strategic objectives. This vision statement incorporates the IRP (integrated resource plan), which we are following. Some items have already been completed. The May 28, 2008 commissioner's meeting has been rescheduled for Monday, June 2, 2008 at 3:00 p.m. Division reports • Manpower Study GM Kumm reported on HUC doubling its assets, without increasing the work force. Business — Jan Sifferath • Pre -bid meeting held for the materials center & remodel of north complex • HSA (health savings account) meeting with employees • Legislature passed purchasing limits — effective August 1, 2008. Will come before board at a future meeting with recommendation. • Having some issues with billing software upgrade • CIP going well Electric — Steve Lancaster • Chiller project has started • Fuel tank removal and installation has started • Bids for the plant beautification will be in paper next week — phase one will be over a 2 -year period Gas — Steve Sturges • Replacing pipe at Rolling Greens Lane • Several requests for natural gas service outside city limits have come in • New services are also being installed GM Kumm reported on the following: • HUC was recognized by the State on Partnership for Trees — we are now eligible for the Golden Tree Award • Received the Tree Line Award and a flag, to be placed below the US flag — only municipal in state recognized for this award Vice President Wetterling asked about the feasibility of the Round -Up Program. This program would round up your utility bill to the nearest dollar with the extra money going back to the community. This will be discussed at a future meeting. Legal Update None Unfinished Business None New Business ACH Credit Cards: • A customer had contacted us for this pay option, but with the current upgraded software it is not feasible at this time. Commissioner Hantge mentioned the possibility of buying merchandise /vehicles during the year instead of right after the first of the year after budget approval; understanding the urgency in needing some merchandise /vehicles immediately. This will be taken into consideration in the future. There being no further business, a motion was made by Vice President Wetterling, seconded by Secretary Bordson to adjourn the meeting at 4:26 p.m. Motion was unanimously carried. ik Dwight Bordson, Secretary ATTEST Donald H. Walser, President C I 1 HUTCHINSON UTILITIES COMMISSION EXEMPT EMPLOYEE HANDBOOK Section 5 — Employee Benefits Family and Medical Leave (FMLA) Pursuant to the Family and Medical Leave Act, employees are allowed up to 12 weeks unpaid leave during a 12 -month period for the following reasons: • Birth or care of the newborn child of the employee • Placement with the employee of a child for adoption or foster care • Serious health condition of the employee that makes the employee unable to perform the functions of the position of such employee • In order to care for an employee's dependent child, spouse, or parent suffering from a serious health condition • Any qualifying exigency arising out of the fact that the spouse, or a son, daughter or parent of the employee is on active duty, or has been notified of an impending call or order to active duty) in the Armed Forces in support of a contingency operation. Up to twenty -six (26) weeks of protected leave per twelve (12) month period will be granted to all eligible employees for the following reason: • An eligible employee who is the spouse, son, daughter, parent, or next of kin of a covered servicemember shall be entitled to a total of 26 workweeks of leave during a twelve (12) month period to care for the servicemember. The leave described in this paragraph shall only be available during a single twelve (12) month period. • A covered servicemember is defined as a member of the Armed Forces, including a member of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a serious injury or illness. The term "serious injury or illness ", in the case of a member of the Armed Forces, including a member of the National Guard or Reserves, means an injury or illness incurred by the member in the line of duty on active duty in the Armed Forces that may render the member medically unfit to perform the duties of the member's office, grade, rank, or rating. Spouses employed by Hutchinson Utilities, both in regular positions, are jointly entitled to a combined total of 12 work weeks of family leave for the birth and care of a newborn child, for placement of a child for adoption or foster care, and to care for a parent who has a serious health condition. Spouses are entitled to a combined total of 26 weeks during a single twelve (12) month period to care for an eligible servicemember. During the single twelve (12) month period, an eligible employee shall be entitled to a combined total of 26 workweeks of total leave allowed under the FMLA. To be eligible for FMLA leave, the employee must have worked at least one year for the Utility and worked at least 1,250 hours during the previous 12 months. In order to receive the FMLA leave, the employee must request the leave by providing the employee's Director, Manager or Supervisor 30 -days notice prior to the requested starting date of the leave. If 30 -days notice is not possible, the employee must provide the Director, Manager or Supervisor as much notice as possible. The Director, Manager or Supervisor will inform the General Manager of the request as soon as possible. The General Manager will provide the employee a "Medical Certificate" which must be filled out by the employee's physician and returned to the General Manager. Upon receipt of the necessary medical information, the General Manager will determine whether the employee will receive the FMLA leave. Pursuant to the FMLA, the Utility may request a second opinion from another medical provider at the Utility's expense. If the second opinion is different from the employee's physician's opinion, the Utility will seek a third opinion at the Utility's expense. The third opinion shall prevail. The Utility may require that a request for leave related to active duty or call to active duty be supported by a certification issued by the health care provider of the servicemember being cared for by the employee. The 12 weeks of available FMLA leave extend over 12 months. To determine whether the employee has any FMLA leave remaining, the General Manager will look back over the 12 months preceding the request for FMLA leave. An employee may use the 12 weeks of FMLA leave intermittently over the 12 -month period if necessary and may take the leave in increments of one -hour or more. An employee on FMLA leave for serious illness of the employee, the employee's spouse, dependent child or parent will be required to use vacation or sick leave concurrent with the FMLA leave. The Utility will continue to pay its contribution toward health insurance while an employee is on FMLA leave. At the end of FMLA leave, an employee shall be returned to his/her former position or an equivalent position. For more information on FMLA leave, see the Business Manager. 1 HUTCHINSON UTILITIES COMMISSION NON - EXEMPT EMPLOYEE HANDBOOK Section 5 — Employee Benefits Family and Medical Leave (FMLA) Pursuant to the Family and Medical Leave Act, employees are allowed up to 12 weeks unpaid leave during a 12 -month period for the following reasons: • Birth or care of the newborn child of the employee • Placement with the employee of a child for adoption or foster care • Serious health condition of the employee that makes the employee unable to perform the functions of the position of such employee • In order to care for an employee's dependent child, spouse, or parent suffering from a serious health condition • Any qualifying exigency arising out of the fact that the spouse, or a son, daughter or parent of the employee is on active duty, or has been notified of an impending call or order to active duty) in the Armed Forces in support of a contingency operation. Up to twenty -six (26) weeks of protected leave per twelve (12) month period will be granted to all eligible employees for the following reason: • An eligible employee who is the spouse, son, daughter, parent, or next of kin of a covered servicemember shall be entitled to a total of 26 workweeks of leave during a twelve (12) month period to care for the servicemember. The leave described in this paragraph shall only be available during a single twelve (12) month period. • A covered servicemember is defined as a member of the Armed Forces, including a member of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a serious injury or illness. The term "serious injury or illness ", in the case of a member of the Armed Forces, including a member of the National Guard or Reserves, means an injury or illness incurred by the member in the line of duty on active duty in the Armed Forces that may render the member medically unfit to perform the duties of the member's office, grade, rank, or rating. Spouses employed by Hutchinson Utilities, both in regular positions, are jointly entitled to a combined total of 12 work weeks of family leave for the birth and care of a newborn child, for placement of a child for adoption or foster care, and to care for a parent who has a serious health condition. Spouses are entitled to a combined total of 26 weeks during a single twelve (12) month period to care for an eligible servicemember. During the single twelve (12) month period, an eligible employee shall be entitled to a combined total of 26 workweeks of total leave allowed under the FMLA. To be eligible for FMLA leave, the employee must have worked at least one year for the Utility and worked at least 1,250 hours during the previous 12 months. In order to receive the FMLA leave, the employee must request the leave by providing the employee's Director, Manager or Supervisor 30 -days notice prior to the requested starting date of the leave. If 30 -days notice is not possible, the employee must provide the Director, Manager or Supervisor as much notice as possible. The Director, Manager or Supervisor will inform the General Manager of the request as soon as possible. The General Manager will provide the employee a "Medical Certificate" which must be filled out by the employee's physician and returned to the General Manager. Upon receipt of the necessary medical information, the General Manager will determine whether the employee will receive the FMLA leave. Pursuant to the FMLA, the Utility may request a second opinion from another medical provider at the Utility's expense. If the second opinion is different from the employee's physician's opinion, the Utility will seek a third opinion at the Utility's expense. The third opinion shall prevail. The Utility may require that a request for leave related to active duty or call to active duty be supported by a certification issued by the health care provider of the servicemember being cared for by the employee. The 12 weeks of available FMLA leave extend over 12 months. To determine whether the employee has any FMLA leave remaining, the General Manager will look back over the 12 months preceding the request for FMLA leave. An employee may use the 12 weeks of FMLA leave intermittently over the 12 -month period if necessary and may take the leave in increments of one -hour or more. An employee on FMLA leave for serious illness of the employee, the employee's spouse, dependent child or parent will be required to use vacation or sick leave concurrent with the FMLA leave. The Utility will continue to pay its contribution toward health insurance while an employee is on FMLA leave. At the end of FMLA leave, an employee shall be returned to his/her former position or an equivalent position. For more information on FMLA leave, see the Business Manager. i 1 HALIGEN ARCHITECTURE, INC. Architecture • Planning • Adaptive Reuse & Renovation March 28, 2008 Jason Sturges, Inventory Agent Hutchinson Utilities Commission Hutchinson, Mn. 55350 RE: Office /Warehouse Dear Jason: Thank you for your request for providing architectural and engineering services for your Office /Warehouse addition and revisions. I understand the project includes re- skinning the existing Consolidated Freight building as well as constructing a new 4,825 square foot Office /Warehouse with a storage mezzanine above the office space. Included will be a concrete compound to provide suitable access to the existing warehouse as well as the new Office /Warehouse. Both structures will have loading dock and fork lift access. We propose to complete all required architectural, structural, mechanical and electrical plans and specifications for 7 %2 % of the construction cost. Reimbursable expenses for reproduction of plans and specifications and postage for bidding documents will be invoiced at cost. Plans and specifications will be completed by April 28, 2008. Please sign and return an approved copy of this proposal for our files. Call if you have any questions. Sincerely, Haugen chitecture, Inc. Jim Haugen, AIA APPROVED BY DATE 2 �� 13 Washington Avenue West • Suite 203 • Hutchinson MN 55350 • telephone /fax 320.587.6074 • haugenar®hutchtel.net 1 SERVICES AGREEMENT This Services Agreement (the "Agreement ") is entered into as of the [ day of April, 2008, between the Hutchinson Utilities. Commission, a municipal -owned utility (the "Utility ") operated by the citizens of Hutchinson, Minnesota and Geronimo Wind Energy, LLC, a limited liability company organized under the law of the State of Mirtnesota (the "Contractor ") (the Utility and the Contractor each a "Party" and collectively, the "Parties "). Duties. Contractor shall coordinate and manage the services listed on Exhibit A of the Agreement (the "Services ") to evaluate the Utility's resources for a 40 Megawatt (MW) or greater wind development project [specify location where services will be performed] (the "Project "). 2. Term. The Contractor's duties shall begin on the date stated above and end on the date that the Contractor has delivered the results of the feasibility study to the Utility, provided that each Party shall have the right to terminate the Agreement upon sixty (60) days written notice to the other Party. This Agreement may be extended by the mutual consent of both Parties. 3. Compensation and Expenses. The Contractor shall bill the Utility and the Utility shall reimburse the Contractor for all approved expenses that are incurred by the Contractor in connection with the performance of the Services hereunder, plus an additional 20 percent of such approved expenses. Contractor shall receive ten thousand dollars ($10,000) upon the execution of the Agreement as a general retainer which Contractor shall use to defray approved expenses, plus 20 percent, incurred under this Agreement. Approved expenses, plus 20 percent, incurred in connection with the performance of the Services hereunder and in excess of $10,000 shall be reimbursed within 30 days of the date the Contractor provides notice, as described below. 4. Mutual Indemnification. Each Party to this Agreement agrees to indemnify, hold harmless, defend, release, and forever discharge the other Party, as well as any of its respective directors, governors, officers, members, employees, and agents from any loss, damage, liability, claim, demand, action, judgment, execution, cost or expense, including reasonable attorney fees, resulting out of an actual or alleged injury to a person or to property as a result of the negligence, willful misconduct or deliberate ignorance of the indemnifying Party in connection with that Party's obligations under this Agreement, except to the extent any such loss, damage, liability, claim, demand, action, judgment, execution, cost or expense was caused by the negligence or willful misconduct of the Party claiming indemnification hereunder, or its directors, governors, officers, members, employees, and agents. 5. Limitation of Liability. Notwithstanding anything in the agreement to the contrary, the total liability for any and all claims against Contractor brought by the Utility arising out of this Agreement shall be limited to actual damages, costs and expenses, not exceed seven thousand dollars ($7,000.00) in the aggregate. 6. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under, or by reason of, this Agreement on any person or entities other than the signatories hereto. 7. Independent Contractor Status. It is mutually understood and agreed that the relationship between the Parties is that of independent contractors. Neither Party is the agent, employee, or servant of the other. Except as specifically set forth herein, neither Party shall have nor exercise any control or direction over the methods by which the other Party performs work or obligations under this Agreement. Further, nothing in this Agreement is intended to create any partnership, joint venture, lease, or equity relationship, expressly or by implication, between the Parties. Each Party acknowledges that the other Party will not withhold from any amounts paid pursuant to this Agreement any sums for the payment of and federal or state income taxes. Each Party shall have sole responsibility for the reporting and payment for its own respective taxes. In the event that any governmental entity or third -party should question the status of the Parties, either Party may reasonably request the other Party participate, at its own cost, in any discussions or negotiations regarding such status. 8. Choice of Law; Venue. The laws of the State of Minnesota shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties hereto. The Parties consent to venue within the State of Minnesota. 9. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any Party shall be in writing and shall be validly given or made to another Party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the United States mail addressed to the Party to whom such notice, demand or other communication is to be given as follows: If to the Contractor: Geronimo Wind Energy, LLC 5050 Lincoln Drive Suite 420 Edina, MN 55436 Attn: Blake Nixon Copy to: Fredrikson & Byron, P.A. 200 S. Sixth Street Suite 4000 Minneapolis, MN 55402 Attn: Daniel A. Yarano If to the Utility: Hutchinson Utilities Commission -2- 225 Michigan St SE Hutchinson, MN 55350 Attn: Copy to: Each Party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above. 10. Modification or Amendment. No amendment, change or modification of the Agreement shall be valid unless in writing signed by each Party hereto. 11. No Assignment. Neither Party may assign any of its rights or responsibilities under this Agreement without the written consent of the other Party. 12. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. 13. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect. 14. Survival. The Parties agree that Sections 4, 5, and 6, and all other provisions necessary for interpretation and /or enforcement of such provisions, shall survive termination of this Agreement for any reason. 15. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a Party, may be delivered to the other Party hereto by electronic transmission. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. Geronimo Wind Energy, LLC Hutchinson Utilities Commission By By: L-0 -V oil,,, Name: Name: D o h4- kJ N CJq- Ise v Its: Its: Pre s i d e "i 4354225.DOC -3- Exhibit A Services Contractor shall coordinate and manage the following services, and all other services necessary to carry out the following services: Wind Project Feasibility Study Suggested Scope of Work Hutchinson Utilities Commission Apr -08 Party Estimated Work Responsible Work Partner Cost to HUC Perform flight path assessment Geronimo Consultant $ 2,000 Perform site selection analysis Geronimo Consultant $ 5,000 HUC selects site(s). jYom options provided by site selection andlysis Perform fatal flaw analysis Geronimo Consultant $ 5,000 Perform wind resource point study at selected site Geronimo Consultant $ 6,500 Perform cost analysis for internal collection system MRES DGR NA Produce economic pro -forma and senstivity analysis Geronimo Geronimo $ 5,000 Geronimo Fee (20% of managed costs of outside vendors) $ 2,700 Total Expected Costs $ 26,200 1 fl I O LL Z O H W w Z 'U) 'w v/ G O U) W r J_ Z U) Z r O M O cool O z c 0 Z O U) N g O U W HN _J F— ~ N Z Z Oa cf)� Z2 U M O Z N O F- Q L U) O M �r� Z rte' ti Oco co Z N N M C7 U ai �ccxo _ LL T X Z v- N cD Lo N � T Lo S GoLU O QrQ.�cXo d 00 d LL. 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T r E d r N N O N c� O LL _O W w 0 U) Cam_ G O U W P J_ H Z O U) Z_ C) H Z 0 N U) 0 V U) to _W M N ui � J p F- Z .0 �Z M �ti ZZ 0 00000 NC7NL9 19 Z2ZNN M M D C-4 � ~ O X I N I ('L 0 a t U) qt X Z r N y r (6 0 � 'S w .. O N c a � a 0 d 00 d LL O Q a U) O O O Cy O Q w N_ p `- N CO N M 0) O co I- d c6 CO W fl fl D N W !Y d 1� Z J = 3 O w W J m Z W C m � T c m o -o o � Q 1 1 I LO 0'I (O O M N O Cl) �} O 1l� CD M O O O 01 Z C O t mV ~ Co U) to U — U) fn F- Z 0 N U) 0 V U) to _W M N ui � J p F- Z .0 �Z M �ti ZZ 0 00000 NC7NL9 19 Z2ZNN M M D C-4 � ~ O X I N I ('L 0 a t U) qt X Z r N y r (6 0 � 'S w .. O N c a � a 0 d 00 d LL O Q a U) O O O Cy O Q w N_ p `- N CO N M 0) O co I- d c6 CO W fl fl D N W !Y d 1� Z J = 3 O w W J m Z W C m � T c m o -o o � Q 1 1 I 1. Paradigm® agrees to perform work for Customer as described and specified in this written proposal for services for this project for Customer for the price and on terms shown. Customer's acceptance of this proposal, or authorization for Paradigm® to proceed with its work under this proposal, will constitute an agreement (the "Agreement "). 2. Unless Customer has received credit approval from Paradigm®, in advance, Customer agrees to prepay a 25% production deposit, on or before the date when production efforts, materials purchases, or third party vendor commitments will first be made. Credit approval and authorization will be subject to review before commencement of each project for Customer. In the absence of other arrangements, in writing, terms for payment, on approved credit, are net thirty (30) days, with 2% per month charged on all past due balances. Upon termination Customer shall pay Paradigm® for all Services rendered and all costs incurred by Paradigm® in performing work for Customer through the date of termination. 3. Customer confirms and acknowledges that the work for which Paradigm® has been engaged is solel�r for business and commercial purposes, and not for personal, family or household purposes. Paradigm and Customer agree that the Paradigm® liability for materials and property belonging to Customer held on Paradigm® premises shall be limited to $1,000, unless Customer and Paradigm have agreed to a higher value, in writing, and insurance coverage for such higher amount has been prearranged. Any project materials not claimed within six months of the date of the Project Proposal, shall be deemed abandoned and may be disposed of in the discretion of Paradigm®. 4. Paradigm® agrees to perform its work as described and specified in this written proposal. Any goods supplied in connection with the work are warranted for a period of 90 days against defects in material and workmanship. PARADIGM® MAKES NO OTHER WARRANTIES OR REPRESENTATIONS CONCERNING WORK TO BE PERFORMED BY PARADIGM® OR GOODS SUPPLIED BY PARADIGM®. PARADIGM® SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PARADIGM® SHALL NOT BE LIABLE FOR ANY SPECIAL DAMAGES OR CONSEQUENTIAL ECONOMIC LOSSES. THE LIABILITY OF PARADIGM® SHALL BE LIMITED IN ALL EVENTS TO THE PRICE PAID FOR WORK TO BE PERFORMED FOR CUSTOMER. 5. Unless otherwise specified, in writing, Customer shall be responsible for payment of all freight, shipping, express delivery and postage charges relating to the work, including, without limitation, freight, shipping, express delivery and postage charges for materials used or obtained from outside vendors. Customer shall be responsible for any sales or use taxes which may be applicable. 6. Paradigm® shall not be responsible for nor shall Paradigm® incur any liability or penalty for delays or inability to perform work as a result of strikes, accidents, delays of outside vendors or carriers, acts of God or other causes beyond the control of Paradigm® or Customer. Customer shall be responsible for all information, data, software, media and files provided by Customer to Paradigm®. Changes to the scope of or specifications for Customer's work will be subject to price and scheduling adjustments. 7. In connection with services to be performed for Customer and its use of Paradigm's® products, Customer and others, at the request of Customer, will supply Paradigm® with data and materials, which may include, without limitation, databases, files, records, documents, maps, images, drawings, designs, programs, software, formats, features, specifications, graphics and works (collectively, the "Customer Material "). Customer warrants to Paradigm® that Customer has and will have all necessary rights in and consents, licenses and authority for the use of the Customer Material by Customer, by Paradigm® and its affiliates, and for all purposes relating to services performed for Customer and its use of Paradigm's® products. Customer agrees, at its expense, to indemnify Paradigm® and its affiliates from and against all liability, loss or expense, including but not limited to attorneys' fees, and judgments or damages awarded, arising from or related to claims of infringement or violation of patent, copyright, trademark or other proprietary, ownership or intellectual property rights pertaining to the Customer Material. This; is Confidential 3 and ! m.)riatary r.,roperty of The R,.- r!- adigm Alliance, Inc. 1 h i,�(. ;i,'; .car not be ,. P c1rt' c:, -ei or . istr'ibuled without v1/l.ttcnz i,?c. rflll z:'aion. ',,9'0 8 he I'VE qnf J . pane;. inc. All Righis Deserved fje, 9:00 AM Pg 10 8. For purposes of this Agreement, Confidential Information shall mean information, facts, documents, records, processes, methods, knowledge, concepts, inventions, plans, arrangements and other material delivered or disclosed to Customer by Paradigm , and which is not: publicly known or generally available to the public; readily obtained or obtainable by customer from other sources without violation of any obligation of confidentiality or non - disclosure; or previously known by or disclosed to customer without violation of any obligation of confidentiality or non - disclosure. Confidential Information shall include, without limitation, databases, files, shapefiles, records documents, maps, images, drawings, designs, programs software, formats, features, specifications, prospect, customer, vendor, client and employee data, lists and compilations in whatever form, geographic data in whatever form; diagrams, layouts and artwork; and systems, concepts, methods, procedures and ideas; including, without limitation, those for use in public awareness programs marketing, sales promotion, sales of promotional items, public relations, product or services design, advertising or merchandising. Except as authorized by Paradigm®, in advance and in writing, customer shall not use or disclose to any other person any of the Confidential Information. The Confidential Information shall remain the exclusive property of the Paradigm®, as will information derived as a result of its use. 9. In performing work for Customer, Paradigm® may generate or create material for which intellectual property rights exist that may include, without limitation, data, databases, files, shapefiles, information, facts, records documents, maps, images, drawings, designs, programs software, formats, features, specifications, lists, reports and compilations in whatever form, geographic data in whatever form; diagrams, layouts and artwork; and systems, concepts, inventions, plans, methods, processes, knowledge, procedures and ideas. Paradigm may create or author works embodied in documents, documentation, records, reports or images provided to Customer, for which intellectual property rights exist. Paradigm® retains ownership of all Paradigm® intellectual property, including, without limitation, copyrights, works, patents, patent rights, inventions, trademarks, trade names, trade dress and trade secrets. Except as specifically set forth in this Agreement, Paradigm® shall own all intellectual property, work and works generated or created by Paradigm® in performing this Agreement. Customer's rights to use any Paradigm® intellectual property, work or works are limited by this agreement, are in the form of a non - exclusive and non - transferable license, and are further limited to purposes directly related to the execution and implementation of Customer's Public Awareness Programs. 10. Paradigm® may provide Customer, and, on Customer's request, may provide to other parties documentation, data and materials, including, without limitation, databases, files, records, documents, maps, images, drawings, designs, programs, software, formats, features, specifications, graphics and works (collectively the "Data "). With regard to the Data: • Rights in the Data are held exclusively by Paradigm® and Paradigm's Suppliers of data. • Customer is authorized to use the Data only for its benefit in the execution and demonstration of its public awareness programs, and for no other uses or purposes. • Delivery of the Data does not obligate Paradigm® to perform work or provide services beyond the scope of work and services called for under its agreements with Customer. • Paradigm® has and accepts no obligation, responsibility or liability for any alteration or modification of the Data, or for any work performed by Customer or any other party. • Other than for use in executing and demonstrating those public awareness programs for which the Data was prepared and delivered, the Customer has acquired no rights or interests in the Data. • Use of the Data by Customer or other parties is limited by requirements of applicable law, including, without limitation, copyright and trade secrets law; and by agreements prohibiting its copying, reuse, republication, or unauthorized or improper use, including, without limitation, non - disclosure agreements, service agreements and agreements with Paradigm's® suppliers of Data. This document is confidential and proprietary property of The Paradigm Alliance, Inc. This document cannot be reproduced or distributed without written permission. (02008 The Paradigm Alliance, Inc. Ali Rights Reserved 4!28/2008 9:00 AM pg. 11 1 11. In connection with services performed by Paradigm, Customer may be granted limited rights to use software created, published or distributed by Paradigm ®. Customer agrees that its rights to use such software are non - exclusive and non - transferable, and, further, are limited to use only for purposes directly related to the execution and implementation of Customer's Public Awareness Programs. Customer agrees to and will be bound by the terms and conditions of end user software license agreements applicable to such software, as the terms and conditions of such license agreements may change from time to time. 12. Customer's use of data, databases and information, including, without limitation, telephone numbers and postal or email addresses, provided to Customer in connection with the work performed, shall be in accordance with applicable law, and shall comply with all limitations and requirements of Paradigm's® suppliers of data, databases and information. 13. Paradigm's® data suppliers prohibit the reuse or transfer of the data supplied to Paradigm® which is incorporated in the Public Awareness Documentation and Mail Lists prepared for Customer. Lists may be retained for purposes of demonstrating compliance with State and Federal regulators. However, such lists may not be reused, and such lists may not be copied for the transfer to or use by other persons or companies. Any such reuse, or transfer or use by others would violate requirements of Paradigm® suppliers of data, and therefore would violate the terms of this agreement. 14. Requirements to submit public awareness data generated from this program to third parties are above, beyond and outside of the scope of services provided. Any requirements to submit buffers, carrier routes, zip codes, modified centerlines, countx boundaries and stakeholder audience databases may violate licensing agreements with Paradigm's suppliers of data, databases and information and will require a separate agreement with Paradigm® under a separate estimate and proposal. 15. The Paradigm® agreement to perform work is made and accepted in Wichita, Kansas. Customer acknowledges that this Agreement calls for work to be performed in Wichita, Kansas. Customer agrees that exclusive jurisdiction and venue for any disputes arising under or relating to this Agreement shall be in the U.S. District Court for the District of Kansas at Wichita, Kansas, or the Eighteenth Judicial District, District Court of Sedgwick County, Kansas. This Agreement shall be governed by and construed under Kansas law. 16. This Agreement, incorporating the written proposal, states the agreement of the parties concerning work to be performed by Paradigm® for Customer. This Agreement, incorporating the written proposal, shall not be changed or modified, unless in writing, signed by Paradigm® and Customer. The terms of this Agreement supersede and control over any terms set forth in Customer Purchase Orders or other Customer purchase or procurement documents. 17. Hutchinson Utilities shall disclose information only as required by law. Paradigm® The Paradigm Alliance, Inc 8100 W. 53rd St. N. Maize, KS 67101 Signature: Printed Name: Title: Hutchinson Utilities Commission John Webster 225 Michigan St. SE Hutchinson, MN 55350 Signature: " -z7y, Printed Name: Pok412 44 Title: Py �- 5,1 J e k t Date: Date: f to 0 2-06Y rietary property of The Paradigm Alliance, Inc. This document cannot be feproduced or distributed without written perrnissi0n- C�)2008 'Vhe Paradigm Alliance, Inc.. All Rights Reserved 4/2812008 9:00 AM Pg- 12 0 ° r® t0- rn 00 0 00 00 0 0 `� ti E C), 1q, N o O 0 U M 0 d rn O F- �- ui ai z 0 0 0 0 Z U U U (�6 N a C (0 N (0 cu O W W W N U w 1- — U O O O 'V — N f0 co 0 d rn 0 0 CO U) ° of W C I� N Cn z J Z w O 3 _ -4 U zO 00 00 0_0 Q o I 00 00 00 w J OLO U') LO LL Z 1- O F ° D) 0 O 00 00 00 to to O O 0 W � v °v v° v° T C W W m Q °i Cl) °i W N o o r 1- Z co , ° T o Z = Z OQ0co0 �o 0 0 V�/)� V1 to 0 o d 0 0 0 co Z Z ZNN 3 N N N O O O =U =MM �M U U m 0 0 0 ~ ~ o (� = N =dlL C0 _W J s _~ N W O Z a Z w w O c CL _Z W oo w = W cYn w o U w w o F'. !— z :D tVco tY Q w = Z W a 0 z Q H coQo� F- 3� WUjo1- a o V N U Q CO io 00 ce) Y CO F— L? O O _ O O= O O O O -05 O (� N>- O O O W LO Q � O O O N CD Ci Q co 8- LL C f M r L d d r N co � w co — 1 1 1 O LL _0 NW O U) V U) _W H r z O z V M ti O M O O 0 z C O N z 0 co 0 U N Ln W M H � LJ r ~ Z r z z z,�� O Q 0 Oo Oo U) (D Cl) '9 L9 z = z N N = M m �. Ln F- C .. L:7 F- X 2N =('L I 0 n U) O M LCD z C)WZc°R)r"', Z 0 ° ML N Z ,o- O~o LU D LO Q (D c = O x d LL Q N Q I U) �o O o r E W m M � a L � W d V O O •� a ti , Oo = o M N U (6 M p CD O O O oo u°o Q d M C) O d m Cl Oo U) O 7 N r � O LO O wQ wz wQ w LLI Y J 0— Um o �U Ow0 } z O ` U) V! J O Q � on W wZ �O m z z 00 0 QQ > O Z m H O a a Z_ 0 Q � J 0 C) n3UU CD aa)i F- O WUp O .9-5 O �wm C'1 r � r N U) 45 0 000 °O m m � o L C U O n CD , � O w N U (6 M p d U) 45 b) I-- O m m z � o L C U 1-1 N H w N U (6 d w N J Z 3 LLI Y p � J Q Cal z O on C CD c m 0 0 > O acri a Q 0 O N m m w I c 0 D E 0 c 0 t c U 2 c 0 cu I- w W J LL O:R W F- � J Q 1- 2 Z� _ W G� J Z ZQ — W I- O Z= W Y aQ � 00 C W W QU J Z J W U� Q O Z � J W W m c O Z� W = Imo- V H o� N V _H co O O N M N m v Ch v c S v c v Q .�-j C 0 .N •a, ca Z L LD L y v ri O L E O 0_ C 0 � *� � U c 'a c N E L 0 0 O c 0 m m }, �O 0 O 000 0 0 0 : BCD — NO 0 L6 M E Q � Lo to 40D. ca -0 co -a -�-+ mi f- F- Z f- I- Z v ca 0 U) 0 ti (U Z c co Ucom cu ' L � � fU 0 o L W Q- = � 3 > L(0y� 0 C Rf C0 v0 L U) N m v Ch v c S v c v Q .�-j C 0 .N •a, ca Z L LD L y v ri HUTCHINSON UTILITIES COMMISSIOI 225 MICHIGAN ST. SE, HUTCHINSON MN 5531 PHONE NO. 320- 587 -4746 DUE DATE PAYMENT DUE 09/20/07 74.50 JOHN DOE 555 ANYWHERE DR SE HUTCHINSON MN 55350- PAGE: 1 ACCOUNT NUMBER 03- 0340 -3 -00 INDICATE PAYMENT ENCLOSE 09/07/07 Remit To: HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST. SE HUTCHINSON MN 55350 -1905 SERVICE INFORMATION - RETAIN FOR YOUR RECORDS ACCOUNT NUMBER DATE DUE ELECTRIC POWER ADJUSTMENT 03- 0340 -3 -00 09/20/07 PER KWH: 0.00000 AMOUNT: 0.00 SERVICE ADDRESS GAS FUEL ADJUSTMENT 555 ANYWHERE DR SE PER CF: - 0.00152 AMOUNT: 2.28 READING DATES READINGS DAYS FROM TO USED I PREVIOUS CURRENT 7/31 8/29 29 10562 10985 7/31 8/29 29 4467 4482 USAGE 523 1,500 DESCRIPTION PREVIOUS BALANCE PAYMENT 8/21 ELEC RESIDENTIAL METER CHARGE 523 KWH @ $.0872 ELEC SALES TAX ELECTRIC TOTAL GAS RESIDENTIAL METER CHARGE 1,500 CF @ $.00908 1,500 CF - FUEL ADJ GAS SALES TAX GAS TOTAL 2.75% of your bill is paid to the City of Hutchinson for payment in lieu of taxes AMOUNT 105.63 105.63 CR 6.50 45.61 3.39 55.50 6.50 13.62 2.28 CR 1.16 19.00 PAYMENT DUE _ 74.50 HUTCHINSON UTILITIES CON 225 MICHIGAN ST. SE HUTCHINSON, MN 55350-1905 PHONE NO. 320 -587 -4746 1 April 7, 2008 Michael Kumm, General Manager Hutchinson Utilities Commission 225 Michigan St SE Hutchinson, MN 55350 -1940 Dear Mr. Michael Kumm, I am pleased to announce that the Hutchinson Utilities Commission and the City of Hutchinson have been chosen to receive the Minnesota Shade Tree Advisory Committee's Outstanding Partnership Award for the Energy Tree Planting Project. We will be celebrating your work at the Minnesota Landscape Arboretum on April 24, 2008, beginning at 9:00 am. A continental breakfast will be available as you arrive and the program will begin at 9:30. An 8 minute presentation is welcome. I would also encourage you to bring a display for other attendees to peruse during the days events. Bring a posse of supporters, contributors, applauders. The more the merrier. There will be a forum following the awards program, and Tree City USA luncheon after that. I will contact you to approve the wording for the award. If you have any questions, please let me know. Sincere, ar Newberger Awards Chair f �G i ry Minnesota Shade Tree Advisory Committee