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09-26-2012 HUCMMINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, September 26, 2012 Call to order — 3:00 p.m. President Bordson called the meeting to order. Members present: President Dwight Bordson; Vice President Craig Lenz; Secretary Leon Johnson; Commissioner Monty Morrow; Commissioner Anthony Hanson; Attorney Marc Sebora; General Manager Michael Kumm. 1. Approve Minutes of August 29, 2012 Regular Meeting The minutes of the August 29, 2012 regular meeting were reviewed. A motion was made by Commissioner Hanson, seconded by Commissioner Morrow to approve the minutes. Motion was unanimously carried. 2. Ratify Payment of Bills for August 2012 The August 2012 payables were discussed. A motion was made by Vice President Lenz, seconded by Secretary Johnson to ratify the payment of bills in the amount of $3,765,123.11 (detailed listing in payables book). Motion was unanimously carried. 3. Approve Financial Statements /Budget Year to Date GM Kumm presented the August 2012 financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Hanson, seconded by Vice President Lenz to approve the financial statements /budget year -to -date. Motion was unanimously carried. 4. Guest — Tom Kloss, Information Technology Tom Kloss, IT Director with the City of Hutchinson presented the rationale behind the calculation to determine "fair" fees for services the City Information Technology Department provides to HUC. He also presented the HUC 2012 network infrastructure. Benefits of a combined system between City and HUC are shared services and licensing. Cost allocation discussed. For 2012, fees were $94,963 for total hours allocated of 1,342. Discussed the 2012 cost breakdown using $94,963 in 2012 which is 25% of total IT budget. There is no projected increase in fees for 2013. Tom requests HUC calculate fees based on PC count and continue to in 2013. Tom discussed the future intranet project. President Bordson expressed his appreciation to Tom for clearly laying out the allocations and thanked him for exceeding the Board's expectations. 5. Update from City Attorney on Patent for the Real -Time Auto Suggestion for Nodal Delivery in Energy Networks Attorney Sebora spoke with David Fairbairn of Kinney & Lange Law Firm who reviewed the provisional application. Mr. Fairbairn has not yet met with GM Kumm to get additional information to finalize patent documentation. Mr. Fairbairn is also working on getting the assignment of rights from the software programmer and has been unsuccessful to date. 1 6. Transfer Additional Funds to City GM Kumm, Commissioner Morrow, and President Bordson met with City and requested City present HUC with an amount they needed to transfer additional funds to City in 2013. They also discussed the modification of the PILOT to transfer more money to City. City responded they need an additional $250,000 transferred from HUC for 2013. Jared Martig and GM Kumm met with Commissioner Hanson and presented two sets of 5 year projections with some recommendations to Commissioner Hanson regarding the modification of the PILOT. Commissioner Hanson stated he needed more time to review the documentation before making a recommendation to the Board regarding the modification of the PILOT. After discussion, a motion was made by Secretary Johnson, seconded by Commissioner Hanson to approve the funding of a one -time additional transfer of $250,000 in quarterly payments in 2013 to the City of Hutchinson to be allocated between the two utilities. Motion was unanimously carried. 7. Approve Changes to HUC Mission Statement GM Kumm presented the changes to the HUC Mission Statement. After discussion, the Board recommended additional changes to the first paragraph striking `to the' along with `and surrounding service area.' GM Kumm will present the final verbiage changes at the next regular commission meeting. 8. Approve Changes to Policies and Requirements Booklet GM Kumm presented changes to the policies and requirements booklet, sections: • Payment of Your Bill • Disconnection of Residential Services by HUC • Definition of Your Bill • Errors in Billing Staff recommended changes to the first paragraph of Payment of Your bill (tabled at the August regular commission meeting) by adding `Discover' and the sentence, "When paying in any manner other than cash, no change will be given." Changes to Disconnection of Residential Services by HUC and Definition of Your Bill are due to the new After Hours Reconnection Policy. No changes were recommended for the section, Errors in Billing. After further discussion, a motion was made by Commissioner Morrow, seconded by Secretary Johnson to approve the changes to the policies and requirements booklet, sections: Payment of Your Bill; Disconnection of Residential Services by HUC; and Definition of Your Bill. Motion was unanimously carried. (Changes attached.) 9. Review Exempt and Non - Exempt Handbooks GM Kumm presented Exempt and Non - Exempt Handbooks sections: Appendix A, Appendix B, Appendix C and Appendix D (non- exempt only).This is part of the policy review and no changes were recommended by Staff. 10. Declare HUC Open House on October 11, 2012 as an Open Meeting A motion was made by Vice President Lenz, seconded by Commissioner Hanson to declare the HUC Open House scheduled for October 11, 2012, as an open meeting. Motion was unanimously carried. 2 11. Approve Sale of Surplus Items GM Kumm presented sale of surplus items. A motion was made by Commissioner Hanson, seconded by Commissioner Morrow to approve the sale of surplus items. Motion was unanimously carried. (Auction Items attached.) 12. Approve Spectrum Lease Agreement GM Kumm presented the Spectrum Lease Agreement (tabled at the August regular commission meeting). GM Kumm explained this agreement is for Spectrum to maintain FCC licensing which HUC rents from them. After discussion, a motion was made by Vice President Lenz, seconded by Secretary Johnson to approve the Spectrum Lease Agreement. Motion was unanimously carried. (Agreement attached.) 13. Approve United Farmers Cooperative Natural Gas Commodity Agreement GM Kumm presented the United Farmers Cooperative Natural Gas Commodity Agreement. The Board requested the agreement be revised to call out the terms more specifically to a one year agreement tied to the Transmission Agreement with United Farmers Cooperative, with the price being reviewed annually. After discussion, a motion was made by Secretary Johnson, seconded by Commissioner Morrow to approve the United Farmers Cooperative Natural Gas Commodity Agreement amended to reflect the term is for one year tied to the Transmission Agreement with United Farmers Cooperative. Motion was unanimously carried. (Agreement attached.) 14. Approve Renewal of Northern Natural Gas Contract GM Kumm presented the Renewal of Northern Natural Gas Contract. This is a contingency plan to insure HUC has a loop feed for transmission into Hutchinson. If HUC's natural gas pipe ruptures, HUC is tied to Northern Natural Gas. After discussion, a motion was made by Vice President Lenz, seconded by Commissioner Hanson to approve the renewal of Northern Natural Gas Contract. Motion was unanimously carried. (Contract attached.) 15. Division Reports Gas — John Webster • Meeting this Thursday with Ryan Ellenson and GRE to discuss CapX 20/20 project. • Brownton interconnect station is in the middle of construction. • Meeting next Tuesday with GM Kumm and Brownton City Council to discuss natural gas service. • Talking with BP regarding their agreement which expires in December. Business — Jan Sifferath • Myron Polzin was promoted to Crew Chief; posting went up for Myron's position with two internal candidates interviewing for the position. • Update to Jan's research to receive information from more than one broker on shopping the health /dental insurance market, feedback was received from a Minneapolis broker that if multiple brokers request quotes from insurance providers, the same pricing will be quoted for any broker. The current broker's 3 commission percentage was discussed. Our current broker reported there will be a 0% increase in HUC's 2013 health insurance rates and possibly a decrease in HUC's 2013 dental insurance rates. Discussion was held regarding doing business locally. Jan will research further and email her recommendations to the Board. Electric — Steve Lancaster • Removed last PCB transformer. HUC is now a PCB free company. • 100% complete for underground conversion • AMI complete (except two natural gas meters) 16. Legal Update Nothing to report Unfinished Business • Discuss Potential Capacity Sale GM Kumm explained potential capacity sale fell through. Working on other potential deals. • Discuss Credit Card Payments Jan Sifferath discussed credit card payments (tabled at the August regular commission meeting) and her findings that Rochester Utilities receives a flat fee rate with Visa /Mastercard. Jan will research this further and report back to the commission at the next regular commission meeting. • Discussion Regarding Pre -Pay for Natural Gas Nothing to report. • Discuss HUC By -Laws Discussion regarding HUC By -Laws (tabled at the August regular commission meeting) and the consideration to change the by -laws to accommodate City's request for a City official to be on the HUC agenda and attend commission meetings. The Board requested GM Kumm to report back in the October regular commission meeting with his recommended changes. New Business President Bordson discussed forming a subcommittee to conduct GM Kumm's annual performance review and to review GM Kumm's employment contract for 2013. The Board recommended President Bordson and Vice President Lenz as members of the subcommittee. After discussion, a motion was made by Commissioner Hanson, seconded by Secretary Johnson to appoint President Bordson and Vice President Lenz to a subcommittee to conduct GM Kumm's annual performance review and to review GM Kumm's employment contract for 2013. GM Kumm discussed the final changes to the Vision Statement 2. GM Kumm will request approval at the next regular commission meeting. 12 GM Kumm handed out and discussed the rate study done by Owatonna which HUC's electric and gas is represented and further validates HUC's own rate study. There being no further business, a motion was made by Vice President Lenz, seconded by Commissioner Hanson to adjourn the meeting at 5:09 p.m. Motion was unanimously carried. ATTEST: Dwight Bordson, President 5 Leon Johnson, Secretary MINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, September 26, 2012 Call to order — 3:00 p.m. President Bordson called the meeting to order. Members present: President Dwight Bordson; Vice President Craig Lenz; Secretary Leon Johnson; Commissioner Monty Morrow; Commissioner Anthony Hanson; Attorney Marc Sebora; General Manager Michael Kumm. 1. Approve Minutes of August 29, 2012 Regular Meeting The minutes of the August 29, 2012 regular meeting were reviewed. A motion was made by Commissioner Hanson, seconded by Commissioner Morrow to approve the minutes. Motion was unanimously carried. 2. Ratify Payment of Bills for August 2012 The August 2012 payables were discussed. A motion was made by Vice President Lenz, seconded by Secretary Johnson to ratify the payment of bills in the amount of $3,765,123.11 (detailed listing in payables book). Motion was unanimously carried. 3. Approve Financial Statements /Budget Year to Date GM Kumm presented the August 2012 financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Hanson, seconded by Vice President Lenz to approve the financial statements /budget year -to -date. Motion was unanimously carried. 4. Guest — Tom Kloss, Information Technology Tom Kloss, IT Director with the City of Hutchinson presented the rationale behind the calculation to determine "fair" fees for services the City Information Technology Department provides to HUC. He also presented the HUC 2012 network infrastructure. Benefits of a combined system between City and HUC are shared services and licensing. Cost allocation discussed. For 2012, fees were $94,963 for total hours allocated of 1,342. Discussed the 2012 cost breakdown using $94,963 in 2012 which is 25% of total IT budget. There is no projected increase in fees for 2013. Tom requests HUC calculate fees based on PC count and continue to in 2013. Tom discussed the future intranet project. President Bordson expressed his appreciation to Tom for clearly laying out the allocations and thanked him for exceeding the Board's expectations. 5. Update from City Attorney on Patent for the Real -Time Auto Suggestion for Nodal Delivery in Energy Networks Attorney Sebora spoke with David Fairbairn of Kinney & Lange Law Firm who reviewed the provisional application. Mr. Fairbairn has not yet met with GM Kumm to get additional information to finalize patent documentation. Mr. Fairbairn is also working on getting the assignment of rights from the software programmer and has been unsuccessful to date. 1 6. Transfer Additional Funds to City GM Kumm, Commissioner Morrow, and President Bordson met with City and requested City present HUC with an amount they needed to transfer additional funds to City in 2013. They also discussed the modification of the PILOT to transfer more money to City. City responded they need an additional $250,000 transferred from HUC for 2013. Jared Martig and GM Kumm met with Commissioner Hanson and presented two sets of 5 year projections with some recommendations to Commissioner Hanson regarding the modification of the PILOT. Commissioner Hanson stated he needed more time to review the documentation before making a recommendation to the Board regarding the modification of the PILOT. After discussion, a motion was made by Secretary Johnson, seconded by Commissioner Hanson to approve the funding of a one -time additional transfer of $250,000 in quarterly payments in 2013 to the City of Hutchinson to be allocated between the two utilities. Motion was unanimously carried. 7. Approve Changes to HUC Mission Statement GM Kumm presented the changes to the HUC Mission Statement. After discussion, the Board recommended additional changes to the first paragraph striking 'to the' along with 'and surrounding service area.' GM Kumm will present the final verbiage changes at the next regular commission meeting. 8. Approve Changes to Policies and Requirements Booklet GM Kumm presented changes to the policies and requirements booklet, sections: • Payment of Your Bill • Disconnection of Residential Services by HUC • Definition of Your Bill • Errors in Billing Staff recommended changes to the first paragraph of Payment of Your bill (tabled at the August regular commission meeting) by adding 'Discover' and the sentence, "When paying in any manner other than cash, no change will be given." Changes to Disconnection of Residential Services by HUC and Definition of Your Bill are due to the new After Hours Reconnection Policy. No changes were recommended for the section, Errors in Billing. After further discussion, a motion was made by Commissioner Morrow, seconded by Secretary Johnson to approve the changes to the policies and requirements booklet, sections: Payment of Your Bill; Disconnection of Residential Services by HUC; and Definition of Your Bill. Motion was unanimously carried. (Changes attached.) 9. Review Exempt and Non - Exempt Handbooks GM Kumm presented Exempt and Non - Exempt Handbooks sections: Appendix A, Appendix B, Appendix C and Appendix D (non- exempt only).This is part of the policy review and no changes were recommended by Staff. 10. Declare HUC Open House on October 11, 2012 as an Open Meeting A motion was made by Vice President Lenz, seconded by Commissioner Hanson to declare the HUC Open House scheduled for October 11, 2012, as an open meeting. Motion was unanimously carried. FJ 11. Approve Sale of Surplus Items GM Kumm presented sale of surplus items. A motion was made by Commissioner Hanson, seconded by Commissioner Morrow to approve the sale of surplus items. Motion was unanimously carried. (Auction Items attached.) 12. Approve Spectrum Lease Agreement GM Kumm presented the Spectrum Lease Agreement (tabled at the August regular commission meeting). GM Kumm explained this agreement is for Spectrum to maintain FCC licensing which HUC rents from them. After discussion, a motion was made by Vice President Lenz, seconded by Secretary Johnson to approve the Spectrum Lease Agreement. Motion was unanimously carried. (Agreement attached.) 13. Approve United Farmers Cooperative Natural Gas Commodity Agreement GM Kumm presented the United Farmers Cooperative Natural Gas Commodity Agreement. The Board requested the agreement be revised to call out the terms more specifically to a one year agreement tied to the Transmission Agreement with United Farmers Cooperative, with the price being reviewed annually. After discussion, a motion was made by Secretary Johnson, seconded by Commissioner Morrow to approve the United Farmers Cooperative Natural Gas Commodity Agreement amended to reflect the term is for one year tied to the Transmission Agreement with United Farmers Cooperative. Motion was unanimously carried. (Agreement attached.) 14. Approve Renewal of Northern Natural Gas Contract GM Kumm presented the Renewal of Northern Natural Gas Contract. This is a contingency plan to insure HUC has a loop feed for transmission into Hutchinson. If HUC's natural gas pipe ruptures, HUC is tied to Northern Natural Gas. After discussion, a motion was made by Vice President Lenz, seconded by Commissioner Hanson to approve the renewal of Northern Natural Gas Contract. Motion was unanimously carried. (Contract attached.) 15. Division Reports Gas — John Webster • Meeting this Thursday with Ryan Ellenson and GRE to discuss CapX 20/20 project. • Brownton interconnect station is in the middle of construction. • Meeting next Tuesday with GM Kumm and Brownton City Council to discuss natural gas service. • Talking with BP regarding their agreement which expires in December. Business — Jan Sifferath • Myron Polzin was promoted to Crew Chief; posting went up for Myron's position with two internal candidates interviewing for the position. • Update to Jan's research to receive information from more than one broker on shopping the health /dental insurance market, feedback was received from a Minneapolis broker that if multiple brokers request quotes from insurance providers, the same pricing will be quoted for any broker. The current broker's 3 commission percentage was discussed. Our current broker reported there will be a 0% increase in RUC's 2013 health insurance rates and possibly a decrease in HUC's 2013 dental insurance rates. Discussion was held regarding doing business locally. Jan will research further and email her recommendations to the Board. Electric — Steve Lancaster • Removed last PCB transformer. HUC is now a PCB free company. • 100% complete for underground conversion • AMI complete (except two natural gas meters) 16. Legal Update Nothing to report Unfinished Business • Discuss Potential Capacity Sale GM Kumm explained potential capacity sale fell through. Working on other potential deals. • Discuss Credit Card Payments Jan Sifferath discussed credit card payments (tabled at the August regular commission meeting) and her findings that Rochester Utilities receives a flat fee rate with Visa /Mastercard. Jan will research this further and report back to the commission at the next regular commission meeting. • Discussion Regarding Pre -Pay for Natural Gas Nothing to report. • Discuss HUC By -Laws Discussion regarding HUC By -Laws (tabled at the August regular commission meeting) and the consideration to change the by -laws to accommodate City's request for a City official to be on the HUC agenda and attend commission meetings. The Board requested GM Kumm to report back in the October regular commission meeting with his recommended changes. New Business President Bordson discussed forming a subcommittee to conduct GM Kumm's annual performance review and to review GM Kumm's employment contract for 2013. The Board recommended President Bordson and Vice President Lenz as members of the subcommittee. After discussion, a motion was made by Commissioner Hanson, seconded by Secretary Johnson to appoint President Bordson and Vice President Lenz to a subcommittee to conduct GM Kumm's annual performance review and to review GM Kumm's employment contract for 2013. GM Kumm discussed the final changes to the Vision Statement 2. GM Kumm will request approval at the next regular commission meeting. rd GM Kumm handed out and discussed the rate study done by Owattana which HUC's electric and gas is represented and further validates HUC's own rate study. There being no further business, a motion was made by Vice President Lenz, seconded by Commissioner Hanson to adjourn the meeting at 5:09 p.m. Motion was unanimously carried. ATTEST: r'L� Wight ordson, President 5 eon Johnson, Secretary Payment of Your Bill Payments are due by the date shown on the statement. Payments may be made by cash, check, money order, VISA /MasterCard /Discover (VISA /MasterCard /-afld- Discover payments can only be accepted during business hours) automatic bank payment plan, or online at www.hutchinsonutilities.com. When paying in any manner other than cash, no change will be given.No second party or post- dated checks will be accepted. Checks will not be held. A dishonored check is treated as a non - payment. If notification of the dishonored check is received by HUC, the customer will be charged a $30 processing fee. During business office hours, customers may present payments at either the business office or via HUC's drive -up window. Both options for payment are located at 225 Michigan Street Southeast, Hutchinson, MN. Additionally, HUC currently provides the following locations for customers to deposit payments via a drop box: Cash Wise Foods, Hutchinson City Center or RUC's business office located at 225 Michigan Street Southeast. Disconnection of Residential Services by HUC 1. Residential utility service shall be disconnected for any of the following reasons: • Failure to pay a delinquent account or failure to comply with the terms of the budget payment plan. • Failure to contact HUC to gain protection from disconnection under the Cold Weather Rule. • Failure to maintain the payment agreement established under the Cold Weather Rule. • Failure to comply with deposit requirement. • Failure to pay for merchandise or charges for non - utility service billed by HUC. • Payment of bill with a dishonored check. • Failure to provide authorized utility personnel access to utility equipment. • HUC shall disconnect residential utility service, without notice, where service has been reconnected without HUC's authorization. • HUC shall disconnect residential utility service, without notice, where it has reasonable evidence that utility service is being obtained by potentially unsafe devices or potentially unsafe methods that stop or interfere with the proper metering of the utility service. • HUC may disconnect residential utility service, without notice, where a dangerous condition exists for as long as the condition exists. • At the request of the property owner, as long as it's currently in owner's name. • At the request of the realtor /bank, as long as it's currently in their name. • If an account owner or property owner does not notify us, within three (3) business days following disconnection of service for non - payment, the bill will be finaled and the account will be closed. 2. HUC must have a Landlord Agreement on file acknowledging that landlord /owner will be responsible for all utility charges after the read -out date requested by a tenant. Failure of the landlord /owner to execute this form will lead to a shut off of services on the read -out date requested from tenant. 3. For all items mentioned in number 1 and 2 above, a disconnect /reconnect fee shall be applied. The disconnect /reconnect fee is as follows: • A $40 trip charge to disconnect. • A $40 trip charge to reconnect, payment shall be made with cash, money order or credit card during regular business hours- • After hours reconnection will follow the After Hours Reconnection Policy 4. If a realtor /bank requests to have service reconnected for one day in order to perform an inspection, a $40 trip charge to reconnect and a $40 disconnect charge will be applied. 5. In the event of unauthorized use of, or tampering with the equipment of HUC, a tampering charge of $100 will be assessed to the customer's account. The appropriate law enforcement agency will be notified. HUC reserves the right to charge the customer for the cost of repairs to the equipment of HUC. 6. A dishonored check will be assessed a $30 processing fee. 7. A dishonored check that was written to avoid disconnection., or to get reconnected, will be assessed a $30 processing fee; plus: • A $40 trip charge to deliver a door hanger, giving customer 24 hours to make check good with cash, money order or credit card. 8. WheR GUStOMeF who has been diSGonneGted for nen.-payment pays their bill and the fees after regular business heum, reGOnneGt*E)n will follow the AfteF Hours ReGG1-"f7-IriGfiei i PeliGY take plaGe nle later t7hlaR 9 p.m. if paymeRt 96 made after 9 ,, the reGeRneGtien well be done the following 8. 9.HUC is not required to furnish residential service under conditions requiring operation in parallel with generating equipment connected to the customer's system if such operation is hazardous or may interfere with its own operations or service to other customers or operation as a condition or rendering service under such circumstances. For additional information, see HUC's Parallel Generation Policy. FAILURE TO RESPOND TO THE DISCONNECT NOTICE SET FORTH ON THE BILL OR FAILURE TO PAY FOR SERVICES RENDERED BY HUC MAY RESULT IN THE DISCONNECTION OF SERVICES TO THE PROPERTY WITHOUT ANY ADDITIONAL NOTICE TO THE CUSTOMER. IT IS THE CUSTOMER'S RESPONSIBILITY TO PAY FOR SERVICES RENDERED AND TO ADVISE HUC OF ANY CHANGE IN ADDRESS. NEITHER HUC NOR THE CITY OF HUTCHINSON, NOR ANY OF THE AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CITY OF HUTCHINSON OR HUC, WILL BE RESPONSIBLE FOR ANY DAMAGES OR CLAIMS INCURRED AS A RESULT OF THE DISCONNECTION OF SERVICES. Residential utility service may not be disconnected or refused for any of the following reasons: • Delinquency in payment for services by a previous occupant of the premises to be served. • Failure to pay for a different rate classification of utility service. • Failure to pay the account of another customer as guarantor thereof. • Failure to pay charges arising from any underbilling occurring more than 2 years prior to the current billing and due to any misapplication of rates or faulty metering. • If a customer is on the Budget Payment Plan and has a credit balance on account. Definition of Your Bill Your bill provides: • Account number /Customer number • Due date • Payment due • Pre - authorized payment to be drawn from your bank on due date • Budget amount due if on the budget plan • Name /mailing address • Service address • Electric and fuel cost adjustments, if any • Reading dates • Days used • Previous and current readings • Usage • Previous balance • Payments made and date paid • Electric and /or gas meter charges • Amount charged to each meter • Sales tax • Any miscellaneous /trip charges • Account balance • Perforated top stub to remit with payment for timely and proper posting • "2.75% or $XX.XX of your payment is transferred to the City of Hutchinson for use in its General Fund." • If applicable, a message on the bottom of the statement indicating past due amount Meters are read approximately every 30 days. Estimated readings may also be taken if access to the meter is not possible or the meter has stopped working. AUCTION ITEMS Description 1. Tow Master T16 Tandem Axel Trailer 2. Pneumatic Gopher With Hose 3. Pneumatic Gopher Without Hose 4. Welder, Lincoln, Ideal Arc 250 5. Tool Box, Truck Box Mounted 6. Back Pressure Control Valve, 2" Body, 600 PSIG Flanges, Model 370E -4B Reserve Dollar Amount $5000 $1500 $750 $0 $0 $0 Authorization Date y 'Northern Natural Gas Northern Natural Gas Company Amendment to TF Throughput Service Agreement Date: 09/14/2012 Shipper Name: HUTCHINSON UTILITY COMMISSION Contract No.: 21279 (Agreement) Amendment No.: 26 WHEREAS, the entitlement of this Agreement expires 10/31/2013 and is subject to Grandfathered Rollover Rights. Shipper desires to rollover this Agreement for five (5) years at the maximum tariff rates. NOW THEREFORE, the Agreement is amended as follows: 1. The volume, term, and/or point provisions are amended as follows: a. The term of the Agreement is extended through 10/31/2018. b. The contract maximum daily quantities, primary receipt and delivery points, and terms are set forth on Appendices "A" and "B." c. The Appendices to the Agreement are deleted in their entirety and the Appendices "A" and "B" attached hereto and incorporated herein by reference are substituted therefor. All references to Appendix "A" or Appendix "B" shall be deemed to refer to the Appendices attached hereto. 2. Shipper shall pay Northern's maximum rates and charges plus all applicable surcharges in effect from.time to time. 3. The parties agree that a facsimile or other electronic version of this document, when properly executed and transmitted, shall be considered for all purposes to be an original document, and shall be deemed for all purposes to be signed and constitute a binding agreement. The entire agreement must be faxed or transmitted to Northern. Upon Northern's acceptance and execution, an executed copy will be returned via FAX to the number appearing on the faxed offer or such other number as directed or otherwise electronically transmitted. 4. This Agreement, as amended, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No promises, agreements or warranties additional to this Agreement other than as may be contained in Northern's FERC Gas Tariff will be deemed to be a part of this Agreement nor will any alteration, amendment or modification be effective unless confirmed in writing by the parties. The effective date of this Amendment is 11/01/2013. Except as amended herein, all provisions of the Agreement are hereby confirmed by the parties to be and remain in ful I force and effect. NORTHERN NATURAL GAS COMPANY By: .1�111*11.i,e& Title: VP Customer Service & Bus Dev Date: 09/14/2012 HUTCH ON UTILITY COOMAMISSION By : Title: Date: D t� vi N N Vl O O O z z z Id orb U aci Q C N cn Q ,u a� N CJ a w O O U A O x F x N d a O N M 0 cn 0 M 0 N r F- A O U c 0 U a� E v U N A cn 0 c ti 0 0 F-' Q U o a� 0 i .n U U A S: W 7 O �+ 7 O q U A � w A N w 0 v on a N � O O G z z z o�E U Q U N cn N A K o ti Y � F Q w F 0 o C o o 0 0 0 0 0 o 0 0 0 0 o c O O O c c o 0 0 c o 0 0 0 0 0 0 0 0 0 0 c o 0 0 c o 0 0 O O O O 0 0 0 0 0 0 0 0 0 0 0 0 c o 0 0 0 0 0 0 C O O O C O O O .-- A U Q � pa T : ° a� T O O O O 0 o C o o 0 0 0 0 0 o 0 0 0 0 o c O O O c c o 0 0 c o 0 0 0 0 0 0 0 0 0 0 c o 0 0 c o 0 0 O O O O 0 0 0 0 0 0 0 0 0 0 0 0 c o 0 0 0 0 0 0 N w 0 N N bq a c x A � pa T : ° a� T z O F 0 E» F o O U o � v'oi E•'= W � AC A N w 0 N N bq a w 0 a� A.. ¢� c O O O O O z O z O z o 0 0 Q c o 0 c o 0 x F t=l ., r. A C .a O CD C) °o o° ti to o P. Q > A � v w ti z c� o z� F Ul ° �z x � H Z O to o V) w >� °'x zN °Ce Gn A cn 2 W x F 0 H N 00, O U W M o � V rn R N k O cn F A N w 0 a� A.. SPECTRUM LEASE AGREEMENT 1 .1 ov 11h' /ol ol`►1 HUTCHINSON UTILITIES COMMISSION AND SENSUS USA INC. ( "Sensus ") sEnsus SPECTRUM LEASE AGREEMENT This spectrum manager lease agreement (this "Agreement ") is entered into as of the day of , 20_, by and between Sensus USA Inc. together with its wholly owned subsidiary, Sensus Spectrum LLC, with offices at 8601 Six Forks Road, Suite 700, Raleigh, North Carolina, 27615 (collectively "Sensus "), and the entity last named below in the signature box as the Utility ( "Utility ") (each a "Party", collectively, the "Parties "). Background Utility has bought or will buy or use F1exNet equipment manufactured by Sensus; Sensus is leasing spectrum to Utility to operate the FlexNet equipment; The spectrum that Sensus is leasing is authorized by Sensus' FCC License(s) listed in Exhibit A, below ( "FCC License "); and Sensus is leasing spectrum to Utility in Utility's service area listed in Exhibit B, below (the "Service Area "). Agreement NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Sensus hereby grants to Utility and Utility accepts a spectrum manager lease ( "Lease ") over the frequencies of the FCC License and solely within Utility's Service Area. (The frequencies of the FCC License within Utility's geographic Service Area are called the "Leased Spectrum "). The Utility has entered into a separate agreement for a maintenance service paid on a yearly basis. The yearly maintenance service fee is comprised of two elements; a fee for the maintenance itself and a fee for spectrum use. As consideration for spectrum use, $900 will be partitioned from the Utility's per base station payment to Sensus for maintenance service and is hereby allocated to the spectrum lease pursuant to this Agreement. 2. Sensus will file with the Federal Communications Commission (FCC) a Form FCC 608, notification/application for a long term spectrum manager lease. This Lease becomes effective when the FCC receives the notification. 3. In order to do the FCC lease application, Utility will: (a) Review pages 5 and 11, and sign page 11 of the draft Form FCC 608 which Sensus will prepare for Utility. Utility's signature will indicate that Utility authorizes Sensus to file the lease notification and that Utility has reviewed and approved the representations on Form 608 demonstrating that Utility qualifies under FCC rules. (b) Give Sensus the coordinates of the boundaries of Utility's Service Area or, alternatively, approve Sensus' estimation of the same. (c) In the event that Utility does not already have one, Utility hereby authorizes Sensus to apply on Utility's behalf and obtain for Utility a Federal Registration Number (FRN, the FCC's unique identifier for each licensee). 2 (d) Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. 4. Utility may transmit or receive over the Leased Spectrum only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus' specifications. Utility may use the Leased Spectrum only to read and direct meters in support of Utility's primary utility business or any other operation approved by Sensus in writing. Without limiting the foregoing, Utility is prohibited from reselling, subleasing or sublicensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. 5. Unless terminated earlier (because for example Utility stopped using the FlexNet equipment), this Lease will have the same term as the FCC license. If Utility is operating in compliance with this Agreement and Utility's underlying agreement with Sensus and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Lease. 6. The Lease will terminate: (a) two months after Utility stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; or (c) upon Utility's breach of this Agreement or Utility's underlying agreement with Sensus. 7. The following FCC requirements apply to this Agreement. (a) Pursuant to 47 CFR 1.9040(a), (1) Utility must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Utility fails to so comply; (2) If the FCC License is terminated, Utility has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; (3) This Agreement is not an assignment, sale or other transfer of the FCC License; (4) This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and (5) In any event, Sensus will not consent to an assignment that does not satisfy FCC rules. (b) Pursuant to the standards set forth in 47 CFR 1.9010, Sensus retains de facto control over the applicable radio facilities, including that, (1) Sensus will be responsible for Utility's compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the FlexNet equipment and accompanying software and other programs to comply with FCC rules. Utility will operate the FlexNet equipment solely in accordance with Sensus' specifications. Sensus retains the right to inspect Utility's radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order Utility to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise; and (2) Sensus will file any necessary FCC forms or applications and Utility agrees reasonably to assist Sensus with such filing by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement, the FCC License or F1exNet equipment. 8. Utility agrees to report to Sensus promptly, and in no event later than 72 hours afterward, any incident related to the Leased Spectrum, including where Utility experiences harmful interference, receives a complaint or other notice of having caused harmful interference, or receives any type of communication from the FCC or other government agency regarding radio transmission. 9. The Parties agree to indemnify and hold each other harmless as follows. (a) In the event that the FCC License is revoked, cancelled or terminated, or the FCC or other government agency otherwise mounts an enforcement action with respect to radio operation under this Agreement, and Utility has been in full compliance with this Agreement, Utility's underlying agreement with Sensus, and Sensus' specifications, and is current on any payments owed to Sensus, Sensus will indemnify and hold Utility harmless for all liabilities, claims, costs, damages, fines forfeitures and expenses arising out of such government action including, where necessary, Sensus will use commercially reasonable efforts to migrate Utility to other suitable spectrum. (b) Utility will indemnify Sensus and affiliated companies and entities, officers, directors employees and agents from all liabilities, claims, costs, damages, fines forfeitures and expenses arising out of Utility's breach of this Agreement. 10. Sensus' liability in any and all causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or termination (collectively, "Causes of Action ") shall be limited to direct damages. Sensus shall not be liable for any indirect, incidental, special or consequential damages. This is so whether the Causes of Action are in tort, including, without limitation, negligence or strict liability, in contract, under statute or otherwise. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. [Rest of this page intentionally left blank.] 4 IN WITNESS WHEREOF, the Parties have executed this Lease as of the date first above written. SENSUS SENSUS USA INC. Name: Michael Tracy Title: Executive Vice President SENSUS SPECTRUM LLC Name: Todd Ellis Title: Sr. Product Manager, Spectrum UTILITY HUTCHINSON UTILITIES COMMISSION By �f"-- Name: Title: l s> Utility contact person for FCC filings Name: W F G;!-'I p Telephone: d L 3 — S0y7 5 EXHIBIT A FCC LICENSEO AND LICENSED FREQUENCIES Call Sign Market Channel Market Name Number Block KNKV203 NWA255 03 U.S. and Possessions KNKV204 NWA255 04 U.S. and F I Possessions EXHIBIT B GEOGRAPHIC BOUNDARIES OF UTILITY'S SERVICE AREA Channels (Base /Remote Frequency) Locations (Coordinates) 901.100- 901.200 MHz uplink, 940.100- 940.200 MHz downlink 44 54 41.2 N, 094 23 58.2 W 44 54 41.7 N, 094 23 56.6 W 44 54 29.6 N, 094 23 31.9 W 44 54 28.2 N, 094 23 30.6 W 44 54 12.0 N, 094 23 20.3 W 44 54 05.0 N, 094 23 07.4 W 44 54 04.9 N, 094 23 22.7 W 44 53 55.3 N, 094 23 22.9 W 44 53 55.3 N, 094 23 04.2 W 44 53 47.9 N, 094 23 04.5 W 44 53 50.2 N, 094 22 47.0 W 44 54 24.8 N, 094 22 46.0 W 44 54 24.4 N, 094 22 24.8 W 44 54 30.7 N, 094 22 24.3 W 44 54 31.3 N, 094 22 04.4 W 44 54 31.1 N, 094 2147.0 W 44 54 22.7 N, 094 2144.6 W 44 54 20.7 N, 094 2141.1 W 44 54 20.4 N, 094 2141.1 W 44 54 20.1 N, 094 2146.9 W 44 54 12.2 N, 094 2147.2 W 44 54 12.2 N, 094 2135.7 W 44 54 14.8 N, 094 2135.7 W 44 54 14.7 N, 094 2132.6 W 44 5412.2 N, 094 2132.6 W 44 54 11.6 N, 094 20 54.8 W 44 53 59.0 N, 094 20 54.6 W 44 53 59.0 N, 094 20 54.8 W 44 53 58.9 N, 094 2112.9 W 44 53 47.1 N, 094 2113.4 W 44 53 47.3 N, 094 2105.8 W 44 53 43.4 N, 094 2105.7 W 44 53 43.6 N, 094 20 45.7 W 44 53 40.4 N, 094 20 44.1 W 44 53 32.8 N, 094 20 44.2 W 44 53 32.8 N, 094 20 51.2 W 44 53 12.8 N, 094 20 50.6 W 44 53 12.7 N, 094 20 42.7 W 44 53 06.0 N, 094 20 42.6 W 44 53 06.3 N, 094 2101.3 W 44 53 12.3 N, 094 2101.6 W 44 53 12.4 N, 094 2106.0 W 44 53 06.5 N, 094 2106.0 W 44 53 06.6 N, 094 2111.5 W 44 53 12.5 N, 094 2111.6 W 44 53 12.3 N, 094 2120.8 W 44 52 40.7 N, 094 2120.3 W 44 52 40.9 N, 094 2133.2 W 44 52 14.1 N, 094 20 44.4 W 44 52 11.3 N, 094 20 47.9 W 44 52 07.7 N, 094 20 40.3 W 44 52 05.0 N, 094 20 37.2 W 44 52 06.8 N, 094 20 34.7 W 44 52 06.7 N, 094 20 33.8 W 44 52 01.5 N, 094 20 26.3 W 44 5154.5 N, 094 20 26.3 W 44 5154.0 N, 094 20 28.7 W 44 5151.2 N, 094 20 29.4 W 44 5148.3 N, 094 20 27.7 W 44 5147.0 N, 094 20 27.7 W 44 5146.5 N, 094 20 29.6 W 44 5146.6 N, 094 20 31.3 W 44 5147.9 N, 094 20 33.1 W 44 5150.3 N, 094 20 33.3 W 44 5152.1 N, 094 20 34.6 W 44 5154.7 N, 094 20 40.2 W 44 5154.1 N, 094 20 44.4 W 44 5154.7 N, 094 20 47.2 W 44 5156.4 N, 094 20 50.9 W 44 5157.4 N, 094 20 52.3 W 44 5159.6 N, 094 20 54.4 W 44 5159.3 N, 094 20 58.7 W 44 5158.2 N, 094 2101.1 W 44 5158.4 N, 094 2102.0 W 44 5158.7 N, 094 2102.5 W 44 52 01.0 N, 094 2102.8 W 44 5213.9 N, 094 2103.2 W 44 52 14.0 N, 094 2115.6 W 44 52 15.0 N, 094 2118.7 W 44 52 15.7 N, 094 2119.8 W 44 52 20.6 N, 094 2122.3 W 44 52 20.9 N, 094 2125.9 W 44 52 21.4 N,0942126.6W 44 52 23.2 N, 094 2126.8 W 44 52 27.5 N, 094 2135.7 W 44 52 26.5 N, 094 2139.9 W 44 52 26.4 N, 094 2141.9 W 44 52 27.3 N, 094 2144.8 W 44 52 20.0 N, 094 2140.1 W 44 52 19.9 N, 094 22 10.1 W 44 52 14.7 N, 094 22 10.3 W 44 52 14.8 N, 094 22 27.7 W 44 52 16.3 N, 094 22 32.3 W 44 52 20.9 N, 094 22 32.3 W 44 52 21.4 N,0942251.5W 44 52 28.2 N, 094 22 50.8 W 44 52 27.8 N, 094 23 09.9 W 44 52 35.7 N, 094 23 10.0 W 44 52 35.7 N, 094 23 17.5 W 44 52 36.7 N, 094 23 20.1 W 44 52 40.6 N, 094 23 16.6 W 44 52 40.7 N, 094 24 03.6 W 44 52 46.8 N, 094 24 03.8 W 44 52 46.8 N, 094 23 58.6 W 44 52 53.6 N, 094 23 58.6 W 44 52 53.6 N, 094 23 45.3 W 44 52 59.6 N, 094 23 45.2 W 44 52 57.8 N, 094 24 12.3 W 44 52 58.1 N, 094 24 33.3 W 44 52 55.1 N, 094 24 34.9 W 44 52 56.3 N, 094 24 39.0 W 44 52 56.6 N, 094 24 38.8 W 44 53 04.1 N, 094 24 33.4 W 44 53 07.5 N, 094 24 30.5 W 44 53 15.5 N, 094 24 22.9 W 44 53 34.1 N, 094 24 22.4 W 44 54 11.9 N, 094 24 09.8 W 44 5419.1 N, 094 24 10.3 W 44 54 24.4 N, 094 24 10.0 W 44 54 24.3 N, 094 23 58.6 W