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03-27-2013 HUCMMINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, March 27, 2013 Call to order — 3:00 p.m. President Bordson called the meeting to order. Members present: President Dwight Bordson; Vice President Leon Johnson; Secretary Monty Morrow; Commissioner Anthony Hanson; Commissioner Craig Lenz; Attorney Marc Sebora; General Manager Michael Kumm. Guest: Paul Harvego of Conway, Deuth & Schmiesing 1. Approve Minutes of: February 21, 2013 Special Meeting and February 27, 2013 Regular Meeting The minutes of the February 21, 2013 special meeting and February 27, 2013 regular meeting were discussed. A motion was made by Commissioner Hanson, seconded by Secretary Morrow, to approve the February 21, 2013 special meeting and February 27, 2013 regular meeting minutes. Motion was unanimously carried. 2. Approve Financial Audit for 2012, Presentation by Paul Harvego of Conway, Deuth & Schmiesing Paul Harvego of Conway, Deuth & Schmiesing was welcomed to the meeting. Mr. Harvego presented the 2012 financial audit. Overall, HUC is in a net positive position even with decreased revenues in 2012. A motion was made by Vice President Johnson, seconded by Commissioner Lenz to approve the 2012 financial audit. Motion was unanimously carried. (Audit attached.) 3. Ratify Payment of Bills for February 2013 The February 2013 payables were discussed. A motion was made by Commissioner Lenz, seconded by Commissioner Hanson to ratify the payment of bills in the amount of $3,112,758.58 (detailed listing in payables book). Motion was unanimously carried. 4. Approve Financial Statements /Budget Year to Date GM Kumm presented the February 2013 financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Hanson, seconded by Vice President Johnson to approve the financial statements /budget year -to -date. Motion was unanimously carried. 5. Approve O & M Agreement for McLeod 230/115 kV Transmission Substation and Glencoe Delivery Facilities GM Kumm presented the O & M Agreement for McLeod 230/115 kV Transmission Substation and Glencoe Delivery Facilities explaining this does not impact HUC. HUC is only a signatory. GM Kumm recommended approval, pending attorney review. A motion was made by Commissioner Lenz, seconded by Commissioner Hanson. Motion was unanimously carried. (Agreement attached.) 1 6. Review Policies and Requirements Booklet GM Kumm presented the policies and requirements booklet, sections: • Meter Testing — Electric • Other Employment • Tree Removal or Trimming This is part of HUC's policy review and no changes are requested at this time. 7. Approve Changes to Exempt and Non - Exempt Handbooks GM Kumm presented changes to the exempt and non - exempt handbooks, sections: • Conflict of Interest • Other Employment • License Requirements for Utility Vehicle Operation Changes were made to sections: conflict of interest and other employment for clean -up purposes only. Discussion held regarding the proposed changes to section: license requirements for utility vehicle operation. The Board recommended Jan further review this section in regard to new hires. After discussion, the Board tabled agenda item 7 until the April regular commission meeting. 8. Rescind Exempt and Non - Exempt Handbooks, Section: Firearms Jan Sifferath reported back to the Board after her further review of the discipline policy and reviewing other utilities' policies regarding zero tolerance. Jan's recommendation was to rescind the Firearms policy to be replaced with the Violence in the Workplace policy. The Board recommended adding firearms verbiage to the new policy, Exempt and Non - Exempt Handbooks, Section: Violence in the Workplace. After discussion, the Board tabled the Firearms policy until the next regular commission meeting. 9. Approve Exempt and Non - Exempt Handbooks, Section: Violence in the Workplace After discussion, the Board tabled this policy until the next regular commission meeting. 10. Approve Requisition #5241 — Unit 1 Controls Upgrade Steve Lancaster presented requisition #5241 — unit 1 controls upgrade. This was a 2013 budgeted item. After discussion, a motion was made by Secretary Morrow, seconded by Commissioner Hanson to approve requisition #5241 — unit 1 controls upgrade for $1,090,013.00, from General Electric. Motion was unanimously carried. (Requisition attached.) 11. Approve Requisition #5254 — Plant 2 Cooling Tower Screens Steve Lancaster presented requisition #5254 — plant 2 cooling tower screens. This was a 2013 budgeted item. After discussion, a motion was made by Commissioner Lenz, seconded by Vice President Johnson to approve requisition #5254 — plant 2 cooling tower screens for $32,383.13, from Midwest Towers, Inc. Motion was unanimously carried. (Requisition attached.) 2 12. Discuss HUC Adjacent Land GM Kumm presented a plat map and history of the land for sale adjacent to HUC. This is for review as a consideration if the land fits HUC's current needs. (Plat attached.) 13. Discuss PILOT Workshop Discussion held regarding another PILOT workshop to be held mid -April to review the six alternative recommendations GM Kumm provided for the PILOT. The Board's goal is to come to a consensus as to what is the best alternative to present to the City of Hutchinson. 14. Declare April 10, 2013 Breakfast Meeting as an Open Meeting A motion was made by Commissioner Lenz, seconded by Commissioner Hanson to declare the HUC Open House scheduled for April 10, 2013, at 7:00 a.m. as an open meeting. Motion was unanimously carried. 15. Communication from the City Administrator City Administrator Carter was absent. 16. Division Reports Finance — Jared Martig • Finished up 2012 filings. • Received $33,300 for RUC's mutual aid with Superstorm Sandy; $3,700 yet to be received. Electric — Steve Lancaster • Received custody of unit 5; working on punch list items. • Will run unit 5 and conduct a heat rate test the week of April 15. • HUC operator retiring the end of April; advertised to fill position. • MMUA has generation workshop which HUC will be featured in to include touring both plants. Business — Jan Sifferath • New HUC electrician starts March 28. • Working on HUC succession plan. Natural Gas — John Webster • Northern Border Pipeline is running pigs over their pipeline April 3 and 4; should not have a great impact on HUC. • Transportation and O & M agreements between HUC and City of Brownton being reviewed by McGrann Shea Carnival Straughn & Lamb. • Meeting with Mike Kumm, City of Brownton and United Farmers Coop next Tuesday. • Met with Ryan Ellenson and Great River Energy regarding the cathodic protection study from GRE conducted on HUC's gas transmission line. K7 • The HUC- sponsored Damage Prevention meeting on March 7 had an all -time high of over 220 people and 28 attending. • Annual drug and alcohol program review being conducted at HUC on April 3. • Attending Midwest Energy Conference in Denver on April 10 and 11. • Submitted EPA greenhouse gas emission report. GM Kumm reported: • MMUA will write an article about the City of Brownton forming a municipal natural gas utility. Also, the transportation and O & M agreements between HUC and the City of Brownton will be completed by Summer 2013. • The summary of the legal opinion provided regarding the possibility of HUC generating electricity into the market. • The Energy Omnibus Bill on the house side is catering to solar power. • The total cost of unit 5 project is approximately 10 percent under budget. 17. Legal Update Nothing to report Unfinished Business • Discuss Pre -Pay for Natural Gas Nothing to report. • Discuss Credit Card Payments Nothing to report. • Discuss Criteria for New Commissioner Candidates President Bordson will modify the matrix Attorney Sebora distributed. He also requested that Commissioners and HUC staff send names of potential candidates to Kim Koski. Using the matrix, the candidates will be value ranked then presented to the City Council with HUC's recommendation. New Business None There being no further business, a motion was made by Commissioner Hanson, seconded by Commissioner Lenz to adjourn the meeting at 5:03 p.m. Motion was unanimously carried. ATTEST: Dwight Bordson, President 11 Monty Morrow, Secretary MINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, March 27, 2013 Call to order — 3:00 p.m. President Bordson called the meeting to order. Members present: President Dwight Bordson; Vice President Leon Johnson; Secretary Monty Morrow; Commissioner Anthony Hanson; Commissioner Craig Lenz; Attorney Marc Sebora; General Manager Michael Kumm. Guest: Paul Harvego of Conway, Deuth & Schmiesing Approve Minutes of: February 21, 2013 Special Meeting and February 27, 2013 Regular Meeting The minutes of the February 21, 2013 special meeting and February 27, 2013 regular meeting were discussed. A motion was made by Commissioner Hanson, seconded by Secretary Morrow, to approve the February 21, 2013 special meeting and February 27, 2013 regular meeting minutes. Motion was unanimously carried. 2. Approve Financial Audit for 2012, Presentation by Paul Harvego of Conway, Deuth & Schmiesing Paul Harvego of Conway, Deuth & Schmiesing was welcomed to the meeting. Mr. Harvego presented the 2012 financial audit. Overall, HUC is in a net positive position even with decreased revenues in 2012. A motion was made by Vice President Johnson, seconded by Commissioner Lenz to approve the 2012 financial audit. Motion was unanimously carried. (Audit attached.) 3. Ratify Payment of Bills for February 2013 The February 2013 payables were discussed. A motion was made by Commissioner Lenz, seconded by Commissioner Hanson to ratify the payment of bills in the amount of $3,112,758.58 (detailed listing in payables book). Motion was unanimously carried. 4. Approve Financial Statements /Budget Year to Date GM Kumm presented the February 2013 financial statements /budget year -to -date. After discussion, a motion was made by Commissioner Hanson, seconded by Vice President Johnson to approve the financial statements /budget year -to -date. Motion was unanimously carried. 5. Approve O & M Agreement for McLeod 230/115 kV Transmission Substation and Glencoe Delivery Facilities GM Kumm presented the O & M Agreement for McLeod 230/115 kV Transmission Substation and Glencoe Delivery Facilities explaining this does not impact HUC. HUC is only a signatory. GM Kumm recommended approval, pending attorney review. A motion was made by Commissioner Lenz, seconded by Commissioner Hanson. Motion was unanimously carried. (Agreement attached.) 6. Review Policies and Requirements Booklet GM Kumm presented the policies and requirements booklet, sections: • Meter Testing — Electric • Other Employment • Tree Removal or Trimming This is part of HUC's policy review and no changes are requested at this time. 7. Approve Changes to Exempt and Non - Exempt Handbooks GM Kumm presented changes to the exempt and non - exempt handbooks, sections: • Conflict of Interest • Other Employment • License Requirements for Utility Vehicle Operation Changes were made to sections: conflict of interest and other employment for clean -up purposes only. Discussion held regarding the proposed changes to section: license requirements for utility vehicle operation. The Board recommended Jan further review this section in regard to new hires. After discussion, the Board tabled agenda item 7 until the April regular commission meeting. 8. Rescind Exempt and Non - Exempt Handbooks, Section: Firearms Jan Sifferath reported back to the Board after her further review of the discipline policy and reviewing other utilities' policies regarding zero tolerance. Jan's recommendation was to rescind the Firearms policy to be replaced with the Violence in the Workplace policy. The Board recommended adding firearms verbiage to the new policy, Exempt and Non - Exempt Handbooks, Section: Violence in the Workplace. After discussion, the Board tabled the Firearms policy until the next regular commission meeting. 9. Approve Exempt and Non - Exempt Handbooks, Section: Violence in the Workplace After discussion, the Board tabled this policy until the next regular commission meeting. 10. Approve Requisition #5241 — Unit 1 Controls Upgrade Steve Lancaster presented requisition #5241 — unit 1 controls upgrade. This was a 2013 budgeted item. After discussion, a motion was made by Secretary Morrow, seconded by Commissioner Hanson to approve requisition #5241 — unit 1 controls upgrade for $1,090,013.00, from General Electric. Motion was unanimously carried. (Requisition attached.) 11. Approve Requisition #5254 — Plant 2 Cooling Tower Screens Steve Lancaster presented requisition #5254 — plant 2 cooling tower screens. This was a 2013 budgeted item. After discussion, a motion was made by Commissioner Lenz, seconded by Vice President Johnson to approve requisition #5254 — plant 2 cooling tower screens for $32,383.13, from Midwest Towers, Inc. Motion was unanimously carried. (Requisition attached.) 2 12. Discuss HUC Adjacent Land GM Kumm presented a plat map and history of the land for sale adjacent to HUC. This is for review as a consideration if the land fits HUC's current needs. (Plat attached.) 13. Discuss PILOT Workshop Discussion held regarding another PILOT workshop to be held mid -April to review the six alternative recommendations GM Kumm provided for the PILOT. The Board's goal is to come to a consensus as to what is the best alternative to present to the City of Hutchinson. 14. Declare April 10, 2013 Breakfast Meeting as an Open Meeting A motion was made by Commissioner Lenz, seconded by Commissioner Hanson to declare the HUC Open House scheduled for April 10, 2013, at 7:00 a.m. as an open meeting. Motion was unanimously carried. 15. Communication from the City Administrator City Administrator Carter was absent. 16. Division Reports Finance — Jared Martig • Finished up 2012 filings. • Received $33,300 for HUC's mutual aid with Superstorm Sandy; $3,700 yet to be received. Electric — Steve Lancaster • Received custody of unit 5; working on punch list items. • Will run unit 5 and conduct a heat rate test the week of April 15. • HUC operator retiring the end of April; advertised to fill position. • MMUA has generation workshop which HUC will be featured in to include touring both plants. Business — Jan Sifferath • New HUC electrician starts March 28. • Working on HUC succession plan. Natural Gas — John Webster • Northern Border Pipeline is running pigs over their pipeline April 3 and 4; should not have a great impact on HUC. • Transportation and O & M agreements between HUC and City of Brownton being reviewed by McGrann Shea Carnival Straughn & Lamb. • Meeting with Mike Kumm, City of Brownton and United Farmers Coop next Tuesday. • Met with Ryan Ellenson and Great River Energy regarding the cathodic protection study from GRE conducted on HUC's gas transmission line. 3 • The HUC- sponsored Damage Prevention meeting on March 7 had an all -time high of over 220 people and 28 attending. • Annual drug and alcohol program review being conducted at HUC on April 3. • Attending Midwest Energy Conference in Denver on April 10 and 11. • Submitted EPA greenhouse gas emission report. GM Kumm reported: • MMUA will write an article about the City of Brownton forming a municipal natural gas utility. Also, the transportation and O & M agreements between HUC and the City of Brownton will be completed by Summer 2013. • The summary of the legal opinion provided regarding the possibility of HUC generating electricity into the market. • The Energy Omnibus Bill on the house side is catering to solar power. • The total cost of unit 5 project is approximately 10 percent under budget. 17. Legal Update Nothing to report Unfinished Business • Discuss Pre -Pay for Natural Gas Nothing to report. • Discuss Credit Card Payments Nothing to report. • Discuss Criteria for New Commissioner Candidates President Bordson will modify the matrix Attorney Sebora distributed. He also requested that Commissioners and HUC staff send names of potential candidates to Kim Koski. Using the matrix, the candidates will be value ranked then presented to the City Council with HUC's recommendation. New Business None There being no further business, a motion was made by Commissioner Hanson, seconded by Commissioner Lenz to adjourn the meeting at 5:03 p.m. Motion was unanimously carried. Monty Morrow, Secretary ATTEST: &M�� Dwi' t B rdson, President 4 HUTCHINSON UTILITIES COMMISSION HUTCHINSON, MINNESOTA MANAGEMENT LETTER DECEMBER 31, 2012 Conway, Deuth & Schmiesing, PLLP Certified Public Accountants Litchfield, Minnesota HUTCHINSON UTILITIES COMMISSION TABLE OF CONTENTS YEAR ENDED DECEMBER 31, 2012 PAGE Required Communications 1 -3 Comparative Financial Data Graphical Information 5 -12 Schedule of Findings on Accounting Issues and Internal Controls 13 -14 L"" -- Conway, Dcuth Schuriesing,m.ix (sniCu� 1'ublr ,1a.,�unun�., iF (imulunu REQUIRED COMMUNICATIONS March 27, 2013 Members of the Hutchinson Utilities Commission Hutchinson, Minnesota We have audited the financial statements of Hutchinson Utilities Commission, a fund of the City of Hutchinson, Minnesota, as of and for the year ended December 31, 2012. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards and Government Auditing Standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated January 4, 2013. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by Hutchinson Utilities Commission, are described in Note 1 to the financial statements. As described in Note 1, the Commission implemented Governmental Accounting Standards Board Statement No. 63. Adoption of the provisions of this statement results in significant changes to net asset classification within the financial statements. We noted no transactions entered into by Hutchinson Utilities Commission during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the financial statements were: Management's estimate of the allowance for doubtful accounts is based on historical electric and natural gas revenues, historical loss levels, and an analysis of the collectability of individual accounts. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of depreciation is based on the number of years an asset is in service. We evaluated the key factors and assumptions used to develop the depreciation estimate in determining that it is reasonable in relation to the financial statements taken as a whole. Members: American Institute of Certified Public Accountants, Minnesota Society of Certified Public Accountants Hutchinson Utilities Commission Hutchinson, Minnesota Page 2 The financial statement disclosures are neutral, consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor's report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated March 27, 2013. Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the Commission's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Commission's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Information in Documents Containing Audited Financial Statements With respect to the supplementary information accompanying the financial statements, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. 2 Hutchinson Utilities Commission Hutchinson, Minnesota Page 3 This information is intended solely for the use of the Commission and management of Hutchinson Utilities Commission and is not intended to be and should not be used by anyone other than these specified parties. 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(A c`M N O O O O (3i N N i (fl -P_ M C CC) E9 69 E9 E9 N h M M O - O •- 00 00 I- (D CA N a) M O M LO co O (D N M M Il- O (V d O 00 O M ti It N O N - N 00 N- N M O q M O N co O O N N N 00 O O O LP) CD N O LL) N OO V PO 00 r- ui Ni O N N Ni I' O N N M LZ) 00 O O M In N N 00 N (C) O (0 = I` LO Il- r- 00 00 It - LO Il- I` It co rl- O N- M O O N- M Cl) CD 00 co N LL) O 00 00 (D IT O IT O N N Ln (3 M N cr O cr 00 I� M Ni M Ln vi -: L() r N Ni N M N r- ER 6R 64 EF3 O Il_ 00 M 0 M (D O co O (N CD M M M= I- (D CO IT O co N 00 N LO O LO - Lt) M� 00 � co N "T N co IT O�I-t N CA N I- IT Lf Oct N M LO V V m m I- r- - M - M LO LO Il- M M V M (D W CO - O 00 � � 00 Ln N 00 � I` 6-7 M Ln I� M N O N M (C) 00 V M LL) L() 00 Il- L() 00 N O M 00 00 N CO M LO O I- 00 U) O � O - O O O M N N N LL) M 00 N O It O- 1- 00 (D O r- m N Ln 00 N P- 6 CIO 00 O N M V N M cri C E9 69 E9 E9 � y a) a) to to C C a) a) a a X X W_ W_ .L Ln a) rn a) O a) rn 7 0 co 7 a) in M O O a) Z C a) X a) 0 a) C a) U a) (D 0 N i a) O a) W a x (D Ix N O a) a Xa XLLI �' N O a) z a m rn `. O• M z O is z C (D S m `) 4 c�a n a m (D U m a) S U) m Cl) a`) a� C c () - CT a s c a) Q D_ NOO_ O c N 0) i m O a > c m0 a) a cL Cn00 O C a) rn �.�� OO a) a)W U L m ~ L z m m to a) m W N 0 0 N to o 0 0 L m o z L :O to (n (n 7 0 to O }, i 0 0 L J a) a) -0 L a)f-L� 7L� �, a) U Q a) Oaf mF- OOH N U WwCD s(n0� O a- 0 z CDQ�U S CD aO z V HUTCHINSON UTILITIES COMMISSION ELECTRIC DIVISION Operating Revenues & Expenses and Net Nonoperating Revenues (Expenses) $35,000,000 $28258949 $30,197,371 $30,679,150 , , $30,000,000 $29,193,987 $26,808,732 $27,679,311 $27,708,122 $25,557,305 $27,005,321 $27,309,636 $25,130,487 $25,781,013 $26,535,524 $25,000,000 $25,063,230 $20,000,000 $15,000,000 I I $10,000,000 $5,000,000 $852,948 $775,934 $780,678 $(727.681) $(329,483) $0 $837,126 LL $(1,082,723) - $5,000,000 2006 2007 2008 2009 2010 2011 2012 §Total Operating Revenues WTotal Operating Expenses ■Net Nonoperating Revenues (Expenses) Change in Net Position $4,000,000 $3,500,000 $3,371,008 $3,000,000 $2,500,000 $2287,343 $2,261,097 $2,000,000 $1,500,000 $1,199,428 $1,207,496 $1,000,000 $859,368 $500,000 444,629 $ $0 2006 2007 2008 2009 2010 2011 2012 •Change in Net Position 5 $14,000,000 $13,000,000 $12,000,000 $11,000,000 $10,000,000 $9,000,000 $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $0 2006 2007 2008 2009 2010 2011 ■Residential •General Service olndustrial HUTCHINSON UTILITIES COMMISSION ELECTRIC DIVISION Major Revenue by Source $35,000,000 F_ $30,000,000 $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 $0 2006 2007 Purchased Power & Fuel Costs Compared to Total Sales 2008 2009 2010 2011 •Purchased Power -Electric •Total Electric Sales 0 2012 2012 HUTCHINSON UTILITIES COMMISSION ANALYSIS OF OPERATIONS ELECTRIC DIVISION YEARS ENDED DECEMBER 31, 2012 AND 2011 The Statement of Revenues and Expenses set forth the results of the operations in detail for the years ended December 31, 2012 and 2011. Operating revenues, kilowatt hours (KWH) sold, and average revenue per kilowatt hour sold by class of service are as follows: 7 Year Ended December 31, 2012 Revenue Per Amount KWH Sold KWH CLASS Residential $ 4,972,887 50,726,492 $ 0.0980 All Electric 229,672 2,340,244 0.0981 Small General Service 1,723,012 18,027,490 0.0956 Large General Service 7,541,929 82,193,045 0.0918 Industrial 10,763,758 129,470,000 0.0831 Sale for Resale 1,618,582 35,092,000 0.0461 Street Lighting 148,968 104,320 1.4280 $ 26,998,808 317,953,591 0.0849 Year Ended December 31, 2011 Revenue Per Amount KWH Sold KWH CLASS Residential $ 5,000,155 50,985,858 $ 0.0981 All Electric 255,178 2,630,355 0.0970 Small General Service 1,706,669 17,816,222 0.0958 Large General Service 7,369,142 80,125,637 0.0920 Industrial 11,692,880 140,065,000 0.0835 Sale for Resale 1,234,285 17,820,000 0.0693 Street Lighting 143,378 107,445 1.3344 $ 27,401,687 309,550,517 0.0885 7 HUTCHINSON UTILITIES COMMISSION ANALYSIS OF OPERATIONS ELECTRIC DIVISION YEARS ENDED DECEMBER 31, 2012 AND 2011 KWH Sold Average $ /KWH Industrial Large General Service Small General Service All Electric Residential Ir S0.08 $0.09 $0.10 $0.11 02012 Revenue Per KWH 02011 Revenue Per KWH 0 HUTCHINSON UTILITIES COMMISSION NATURAL GAS DIVISION Operating Revenues & Expenses and Net Nonoperating Revenues (Expenses) $20,000,000 $17,918,263 $16,877,242 $15,652,921 $15,000,000 $13,343 $14,448,613 _ $14,646,836 $14,330,101 $14,2$211,916 1 $13,311,332 12,965,630 2,123 ,271 $11,530,359 I 9,727 ,396 $10,000,000 $, $5,000,000 —�(I 993,672) $(930,225) $(966,136) (1,007,145) —I 880) (929,711) $(989, $0 164) t - $5,000,000 ' 2006 2007 2008 2009 2010 2011 2012 Total Operating Revenues WTotal Operating Expenses ■Net Nonoperating Revenues (Expenses) $1,400,000 $1,200,000 $1.146,848 $1,000,000 $800,000 $600,000 $400,000 $200,000 $0 - 2006 Change in Net Position $813,799 2007 2008 2009 2010 2011 2012 ■Change in Net Position HUTCHINSON UTILITIES COMMISSION NATURAL GAS DIVISION Major Revenue by Source $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $0 2006 2007 2008 2009 2010 2011 2012 ■Residential ■Commercial Olndustrial $18,000,000 $16,000,000 $14,000,000 $12,000,000 $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 $0 Purchased Gas Compared to Total Sales 2006 2007 2008 2009 2010 ■Purchased Power - Gas ■Total Gas Revenues 10 2011 2012 HUTCHINSON UTILITIES COMMISSION ANALYSIS OF OPERATIONS NATURAL GAS DIVISION YEARS ENDED DECEMBER 31, 2012 AND 2011 The Statement of Revenues and Expenses set forth the results of the operations in detail for the years ended December 31, 2012 and 2011. Operating revenues, cubic feet sold, and average revenue per thousand cubic feet sold by class of service are as follows: CLASS Residential Commercial Large industrial CLASS Residential Commercial Large industrial Year Ended December 31, 2012 11 Revenue Per Thousand Amount CF Sold MCF $ 3,697,538 364,652,428 $ 10.1399 3,150,925 325,027,042 9.6943 2,826,424 731,565,000 3.8635 $ 9,674,887 1,421,244,470 $ 6.8073 Year Ended December 31, 2011 Revenue Per Thousand Amount CF Sold MCF $ 4,327,788 434,536,606 $ 9.9595 3,823,161 399,760,773 9.5636 4,246,780 821,329,000 5.1706 $ 12,397,729 1,655,626,379 $ 7.4882 11 HUTCHINSON UTILITIES COMMISSION ANALYSIS OF OPERATIONS NATURAL GAS DIVISION YEARS ENDED DECEMBER 31, 2012 AND 2011 CF Sold 731,565,000 Large industrial 821,329, 000 325, 027, 042 Commercial 399.760.773 364,652,428 Residential 34,536,606 pp pp0 p p0 5 E 1 pp p p0 app gpp 30,3 p p p p app p p pp0 pp pp0 p p p ■2012 CF Sold 02011 CF Sold Large industrial Commercial Residential Average $ /MCF $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 02012 Revenue per 1000 MCF 02011 Revenue Per 1000 MCF 12 HUTCHINSON UTILITIES COMMISSION SCHEDULE OF FINDINGS ON ACCOUNTING ISSUES AND INTERNAL CONTROLS We noted certain matters involving the internal control structure and its operation that we consider being deficiencies in internal control under standards established by the American Institute of Certified Public Accountants. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. INTERNAL CONTROL The objective of internal accounting control is to provide reasonable, but not absolute, assurance as to the safeguarding of assets against loss from unauthorized use or disposition, and the reliability of financial records for preparing financial statements and maintaining accountability for assets. The concept of reasonable assurance recognizes that the cost of a system of internal accounting control should not exceed the benefits derived and also recognizes that the valuation of these factors necessarily requires estimates and judgments by management. It should be recognized that within the Commission, an inherent risk is present with certain positions. It is very common for entities such as Hutchinson Utilities Commission, to assign many major responsibilities to a few key individuals in an attempt to operate within limited budgets. The inherent risk is again addressed only to maintain the awareness of the internal control structure and to encourage the Commission's continual review of financial information at monthly meetings. GENERAL RECOMMENDATIONS WITHHOLDING AFFIDAVIT The Commission did not obtain the contractor withholding affidavit called Form IC 134 from all contractors who performed work for the Commission in 2012 before final payment was made as required by Minnesota Statute § 270C.66. This form is completed by the contractor and then is submitted to the Commissioner of Revenue. The contractor will then provide the Commission a copy of this form allowing for final payment to be made. SAFEKEEPING AGREEMENT The Safekeeping Agreement with one of the Commission's banks with deposits over the FDIC insurance coverage limit, did not state within the agreement that upon default of the bank, collateral would be released on the Commission's demand. The Safekeeping Agreement called for a three day written notice and opportunity to cure the default before the collateral would be released. GASB 65 ITEMS PREVIOUSLY REPORTED AS ASSETS AND LIABILITIES GASB No. 63 was implemented this year. GASB No. 63 provided guidance on financial reporting related to deferred outflows of resources and deferred inflows of resources. The objective of this statement was to improve financial reporting by standardizing the presentation of deferred outflows of resources and deferred inflows of resources and their effects on government's net position. It alleviated uncertainty about reporting those financial statement elements by providing guidance where none previously existed. "Deferred inflows" and "deferred outflows" are defined as follows: Deferred Inflows - An acquisition of net assets by the government that is applicable to a future reporting period. Deferred Outflows - A consumption of net assets by the government that is applicable to a future reporting period. 13 HUTCHINSON UTILITIES COMMISSION SCHEDULE OF FINDINGS ON ACCOUNTING ISSUES AND INTERNAL CONTROLS GASB 65 ITEMS PREVIOUSLY REPORTED AS ASSETS AND LIABILITIES (Cont'd) Upon implementation, the Commission's net assets on the balance sheet became net position. Components of the balance sheet now include assets, deferred outflows of resources, liabilities, deferred inflows of resources, and net position. Net position will continue to be reported in three categories, which will include net investment in capital assets, restricted, and unrestricted. The GASB was careful at the time GASB No. 63 was issued to state that nothing on the balance sheet could be classified as a deferred inflow or deferred outflow until specifically proscribed by the GASB. It made none of those decisions in the GASB No. 63, opting instead to delve into the issue more specifically under a different standard. GASB No. 65 is the final standard that was issued to close the loop on the concepts of deferred inflows and deferred outflows as a result of the issuance of GASB Statement No. 63. GASB No. 65 reclassifies, as deferred outflows or deferred inflows of resources, certain items that were previously recorded as assets and liabilities. In addition, the GASB also found certain items that it felt should not hit the balance sheet at all; as a result, this statement requires recognition of those items as either an outflow (expense) or inflow (revenue) of resources. One other important provision in GASB Statement No. 65 relates to the use of the term "deferred ". Under this pronouncement, the GASB has restricted the use of this terminology only to items reported as deferred inflows or deferred outflows. Items which had previously been termed "deferred revenue" will now be called "unavailable revenue" or "unearned revenue ". We recommend that management of the Commission begin the process of evaluating the impact of implementation of this standard. Changes will be necessary to your financial records and will benefit the Commission to begin this process now. If requested, Conway, Deuth and Schmiesing, PLLP will assist in the implementation. These services will be billed separate from, and in addition to, your annual audit engagement fees. Please contact us with any questions. 14 HUTCHINSON UTILITIES COMMISSION AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEAR ENDED DECEMBER 31, 2012 Conway, Deuth & Schmiesing, PLLP Certified Public Accountants Litchfield, Minnesota HUTCHINSON UTILITIES COMMISSION TABLE OF CONTENTS YEAR ENDED DECEMBER 31, 2012 PAGE ORGANIZATIONAL DATA 1 INDEPENDENT AUDITOR'S REPORT 2 -4 REQUIRED SUPPLEMENTARY INFORMATION Management's Discussion and Analysis 5 -9 BASIC FINANCIAL STATEMENTS Statement of Net Position 10 Statement of Revenues, Expenses and Changes in Net Position 11 Statement of Cash Flows 12 -13 Notes to the Financial Statements 14 -26 SUPPLEMENTARY INFORMATION Combining Statement of Net Position 27 Combining Statement of Revenues and Expenses 28 Statement of Net Position - Electric Division 29 Detailed Statement of Revenues and Expenses - Budget and Actual - Electric Division 30 -32 Statement of Net Position - Natural Gas Division 33 Detailed Statement of Revenues and Expenses - Budget and Actual - Natural Gas Division 34 -36 COMPLIANCE SECTION Independent Auditor's Report on Minnesota Legal Compliance 37 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 38 -39 HUTCHINSON UTILITIES COMMISSION ORGANIZATIONAL DATA YEAR ENDED DECEMBER 31, 2012 A Light and Power Commission was formed under the provisions of an amendment to the Hutchinson City Charter in 1936; the Commission was charged with the operation of the Municipal Electric Plant. Charter amendments approved December 17, 1954, provided for a change in the name to Hutchinson Utilities Commission. Additional duties under that amendment provided for the control and management of a municipal gas distribution system. A revised city charter was adopted at a special election September 17, 1987. Some of the pertinent sections of this new charter are briefly summarized in the following paragraphs. The Commission shall have control and management of the Light Plant, the Light Plant distribution system, the Gas Plant and the Gas Plant distribution system. The Commission shall consist of five persons, qualified voters of the City, who shall be appointed by the Council. A member shall be appointed every year for a term of five years, to fill the place of the member whose term has expired. No member shall be appointed to more than two successive terms. The members of the Commission shall receive compensation for their services as determined annually by the Council. The Commission shall provide for its own organization and rules of procedure and annually shall elect a president and vice president from among its members. It shall also appoint a secretary who may or may not be a member of the Commission. The Commissioners at December 31, 2012, and their official titles were as follows: Dwight Bordson Craig Lenz Leon Johnson Monty Morrow Anthony Hanson President Vice President Secretary Commissioner Commissioner mom Conway, Deuth Schmiesing,ri,i.r ��it.E;tiEi�L` ( i. }C +:�i..:i ".'it „, lt't?i:e- � +.1•' INDEPENDENT AUDITOR'S REPORT Members of the Hutchinson Utilities Commission Hutchinson, Minnesota Report on the Financial Statements We have audited the accompanying financial statements of Hutchinson Utilities Commission, a fund of the City of Hutchinson, Minnesota, as of and for the year ended December 31, 2012, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 2 Mamben: Amerkan Instkute of Certified Publk Accountants. Minnesota Society of Certified Public Accountants Hutchinson Utilities Commission Hutchinson, Minnesota Page 2 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of Hutchinson Utilities Commission, a fund of the City of Hutchinson, Minnesota, as of December 31, 2012, and the respective changes in financial position, and cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1 to the basic financial statements, for the year ended December 31, 2012, the Commission adopted the new accounting guidance of Governmental Accounting Standards Board Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position. Our opinion is not modified with respect to this matter. Report on Partial Comparative Information We have previously audited the Commission's 2011 financial statements, and we expressed unmodified audit opinions on those audited financial statements in our report dated March 28, 2012. In our opinion, the partial comparative information presented herein as of and for the year ended December 31, 2011 is consistent, in all material respects, with the audited financial statements from which it has been derived. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis as listed in the table of contents be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Supplementary and Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Commission's basic financial statements. The statements listed in the table of contents as supplementary information are presented for purposes of additional analysis and are not a required part of the basic financial statements. Hutchinson Utilities Commission Hutchinson, Minnesota Page 3 The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The Organizational Data section has not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on the information presented. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 27, 2013 on our consideration of the Commission's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Hutchinson Utilities Commission's internal control over financial reporting and compliance. ", ` ' , PLO CONWAY, DEUTH & SCHMIESING, PLLP Certified Public Accountants Litchfield, Minnesota March 27, 2013 4 REQUIRED SUPPLEMENTARY INFORMATION HUTCHINSON UTILITIES COMMISSION MANAGEMENT'S DISCUSSION AND ANALYSIS DECEMBER 31, 2012 Overview of the Financial Statements Hutchinson Utilities Commission is a fund of the City of Hutchinson, Minnesota, and is responsible for the full operation and management of the electric and natural gas systems of the City. The annual report of Hutchinson Utilities Commission includes the financial statements, the independent auditor's report, and notes detailing the financial statements and this management's discussion and analysis report. The report also includes supplementary information for each of Hutchinson Utilities Commission's divisions. Financial Statements Required The financial statements report information about Hutchinson Utilities Commission using accounting methods similar to those used by private sector companies. These statements offer short-term and long -term financial information about its activities. The Statement of Net Position includes all of the Commission's assets, liabilities, and net position and provides information regarding the nature and amount of investments in various assets and obligations to the Commission's creditors. They also provide the basis for computing rate of return, evaluating the capital structure, and determining the liquidity and financial flexibility of the Commission. The Statement of Revenues, Expenses and Changes in Net Position accounts for all the current year's revenues and expenses. This statement measures the success of operations over the past year and can be used to determine whether all costs are recovered through user fees and other charges. This statement measures the Commission's profitability and credit worthiness. The Statement of Cash Flows provide information about the Commission's cash receipts and cash payments during the reporting period. This statement reports cash receipts, cash payments, and net changes in cash resulting in cash balances during the reporting period. Financial Statement Analvsis Total gross investment in capital assets increased to $128,688,606 in 2012 from $119,974,190 in 2011. Capital assets increased in 2012 primarily because of construction in progress related to the downtown engine upgrade and building modification project, which increased by $7,010,039. The total cost to date for this project is $9,227,975. All other additions were for typical upgrades and improvements to the generating plant and distribution systems as well as equipment purchases. Operating revenues and expenses decreased from 2011 by $3,090,043 and $1,641,364, respectively. Operating income decreased from 2011 by $1,448,679. The primary decrease in operating revenue was due to decreased gas sales in the amount of $2,722,842 from 2011 because of a warmer than average winter. The primary area of the decrease in expenses was due to a decrease of $617,516 for purchased power in the electric division and a decrease of $2,627,866 in purchased natural gas in the gas division. Transmission operating expense increased by $969,843 in the electric division due to current cost structure agreements. 5 HUTCHINSON UTILITIES COMMISSION MANAGEMENT'S DISCUSSION AND ANALYSIS DECEMBER 31, 2012 Significant Transactions In 2012, the Commission transferred $1,285,309 to the City of Hutchinson. This transfer represents 2.75% of the Commission's audited operating revenue for 2010, and it also includes $148,585 to pay the City of Hutchinson's roadway lighting. Condensed Financial Statements A summary of the Statement of Net Position is presented in Table 1. Table 1 Condensed Statement of Net Position Net Capital Assets Restricted Assets Current Assets Other Assets Total Assets Current Liabilities Long -Term Liabilities Total Liabilities Net Position Net Investment in Capital Assets Restricted Unrestricted Total Net Position Total Liabilities and Net Position Increase 2012 2011 Decrease $ 79,003,622 $ 73,185,826 $ 5,817,796 23,497,597 380,755 23,116,842 12,140,524 18,115,822 (5,975,298) 2,162,675 2,491,276 328,601 $ 116,804,418 $ 94,173,679 $ 22,630,739 $ 6,695,319 $ 5,264,348 $ 1,430,971 43,911,116 23,969,776 19,941,340 50,606,435 29,234,124 21,372,311 58,284,860 51,084,880 7,199,980 194,548 380,755 (186,207) 7,718,575 13,473,920 5,755,345 66,197,983 64,939,555 1,258,428 $ 116,804,418 $ 94,173,679 $ 22,630,739 HUTCHINSON UTILITIES COMMISSION MANAGEMENT'S DISCUSSION AND ANALYSIS DECEMBER 31, 2012 Condensed Financial Statements (Cont'd) A summary of the Statement of Revenues, Expenses and Changes in Net Position is presented in Table 2. Table 2 Condensed Statement of Revenues, Expenses and Changes in Net Position Operating Revenues Operating Expenses Cost of Operations Depreciation Total Operating Expenses Operating Income (Loss) Nonoperating Revenues (Expenses) Change in Net Position Net Position, Beginning of Year Net Position, End of Year Budgetary Highlights 2012 $ 38,839,995 Increase 2011 41,930,038 $ (3,090,043)1 32,930,487 34,577,443 (1,646,956) 3,332,433 3,326,841 5,592 36,262,920 37,904,284 1,641,364 2,577,075 4,025,754 (1,448,679) (1,318,647) (1,657,392) 1,258,428 2,368,362 64,939,555 62,571,193 $ 66,197,983 $ 64,939,555 338,745 (1,109,934) The Commission adopts an annual Operating Budget and a Capital Improvement Budget. Because of its enterprise nature and in order to comply with Federal Energy Regulatory Commission accounting and reporting requirements, the budgets are not operated as statutory budgets. The Commission and Utilities staff review budget results monthly and the budget is used as a financial management tool. A summary of the 2012 Budget Analysis is presented in Table 3. 7 HUTCHINSON UTILITIES COMMISSION MANAGEMENT'S DISCUSSION AND ANALYSIS DECEMBER 31, 2012 Budgetary Highlights (Cont'd) Operating Revenues Operating Expenses Cost of Operations Depreciation Expense Total Operating Expenses Operating Income (Loss) Nonoperating Revenues (Expenses) Change in Net Position Net Position, Beginning of Year Net Position, End of Year Table 3 Condensed Budget Analysis 2012 Budget 2012 Actual Over Under $ 44,235,633 $ 38,839,995 $ (5,395,638) 36,175,639 32,930,487 (3,245,152) 3,450,000 3,332,433 117,567 39,625,639 36,262,920 3,362,719 4,609,994 2,577,075 (2,032,919) (2,119,401) (1,318,647) 800,754 2,490,593 1,258,428 (1,232,165) 64,939,555 64,939,555 $ 67,430,148 $ 66,197,983 $ (1,232,165) Actual operating revenues were $5,395,638 under budgeted revenues while operating income (loss) was under budget by $2,032,919. This is mainly due to gas utility sales revenues coming in under budget by $4,030,313. The electric division also experienced a negative variance of $1,420,797 for operating revenues. Overall the actual operating revenues had a negative variance of approximately 12.20 %. This was mostly caused by a depressed economy and a warmer than average winter. Operating expenses were $3,362,719 lower than budgeted. This is mainly due to lower natural gas expenses associated with the lower retail natural gas sales and also lower purchased power expense. In 2007, the Commission established a formula approach to the Payment in Lieu of Taxes (PILOT). The formula is 2.75% of the audited operating revenue from the previous year. The Commission approved an additional $250,000 in 2013. In addition, we are also counting monies paid to the City for the Roadway Lighting as a PILOT. For calendar year 2007, the Commission reallocated its common expenses between the two divisions. Formulas were developed and used to establish the common expenses between the two utilities, in particular, Customer Service and Collection Accounts and the Administrative and General Accounts. Finally, the Commission "bundled" its wholesale electric rates beginning in July 2007. This was done in a fashion whereby the operating income generated from the sales for resale was applied to the wholesale electric rates charged to its retail customers. HUTCHINSON UTILITIES COMMISSION MANAGEMENT'S DISCUSSION AND ANALYSIS DECEMBER 31, 2012 Capital Assets and Lona -Term Debt Activit The Commission's investment in capital assets increased to $128,688,606 in 2012 from $119,974,190 in 2011. Capital additions /expenditures included $7,010,039 for the downtown engine upgrade and building modification project. This project accounted for 76% of all increase in capital assets in 2012. Refer to Note 4 of the Notes to the Financial Statements for the Commission's 2012 capital asset activity. At year -end, the Commission had $42,050,000 in bonds outstanding including an issuance in 2012 in the amount of $20,720,000 for a revenue refunding bond. Refer to Note 6 of the Notes to the Financial Statements for a schedule showing the Commission's long -term debt activity. Economic Factors and Next Year's Budget The Commission considered many factors when setting the fiscal year 2013 budget, rates, and fees that will be charged to the users. Of particular significance for 2007 was the City and also the Commission used a formula approach to the General Funds Transfer. In the past, the General Funds Transfer has been accounted for like a transfer. Beginning in 2007, the Commission began accounting for the General Funds Transfer like a Payment in Lieu of Taxes (PILOT). This was done so that the Commission came into compliance with its by -laws. The practical result of this is the PILOT will show as an expense item above the Operating Income. This practice continued in 2012 and will continue into 2013. In addition, the Commission "bundled" its electric wholesale rate to its retail customers. What this means is the operating income the Commission receives from its wholesale KWHR sales will be applied to the wholesale rate it charges its retail customers to stabilize the rate it charges its retail customers. Finally, in 2013, the Commission's electric division will realize $112,000 for a capacity contract sale to the Southern Minnesota Municipal Power Agency. Contact Information Any questions regarding information contained in this report and requests for additional information should be addressed to the Hutchinson Utilities Commission, 225 Michigan Street SE, Hutchinson, MN 55350 or by phone at (320) 587 -4746. N BASIC FINANCIAL STATEMENTS HUTCHINSON UTILITIES COMMISSION STATEMENT OF NET POSITION DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS AS OF DECEMBER 31, 2011 2012 2011 ASSETS Current Assets Cash and Investments $ 6,898,291 $ 13,122,915 Accounts Receivable (Net of Allowance for Doubtful Accounts of $77,601 and $75,985, Respectively) 3,580,941 3,331,171 Inventory 1,417,189 1,513,490 Sales Tax Receivable 205,517 118,708 Prepaid Items 38,586 29,538 Total Current Assets 12,140,524 18,115,822 Noncurrent Assets Restricted Assets Cash and Investments 23,497,597 380,755 Other Assets Deferred Charges 611,238 409,054 MRES Agreement 1,551,437 2,082,222 Total Other Assets 2,162,675 2,491,276 Capital Assets Assets Not Being Depreciated 13,818,262 6,902,428 Other Capital Assets, Net of Depreciation 65,185,360 66,283,398 Net Capital Assets 79,003,622 73,185,826 Total Noncurrent Assets 104,663,894 76,057,857 Total Assets $ 116,804,418 $ 94,173,679 LIABILITIES AND NET POSITION Current Liabilities Current Portion of Long -Term Debt $ 3,393,045 $ 2,124,228 Accounts Payable 2,495,738 2,493,152 Customer Deposits 364,912 303,342 Accrued Expenses Interest 152,957 81,036 Salaries Payable 288,667 262,590 Total Current Liabilities 6,695,319 5,264,348 Long -Term Liabilities Noncurrent Portion of Long -Term Debt 43,911,116 23,969,776 Total Liabilities 50,606,435 29,234,124 Net Position Net Investment in Capital Assets 58,284,860 51,084,880 Restricted 194,548 380,755 Unrestricted 7,718,575 13,473,920 Total Net Position 66,197,983 64,939,555 Total Liabilities and Net Position $ 116,804,418 $ 94,173,679 See Accompanying Notes to the Financial Statements 10 HUTCHINSON UTILITIES COMMISSION STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATING REVENUES Electric Energy Sales Natural Gas Sales Other Operating Revenues Total Operating Revenues OPERATING EXPENSES Production Operations Maintenance Purchased Power /Gas Other Power Supply Transmission Operations Maintenance Distribution Operations Maintenance Customer Accounts Expense Sales Expense Administrative and General Depreciation Contribution to City of Hutchinson Total Operating Expenses Operating Income (Loss) NONOPERATING REVENUES (EXPENSES) Interest Income Merchandise and Contract Work, Net Miscellaneous Income Gain (Loss) on Disposal of Assets Bond Service Fees Amortization of Development Study Amortization of Bond Discount and Issuance Costs Interest Expense - Customer Deposits Interest Expense - Bonds Total Nonoperating Revenues (Expenses) Change in Net Position NET POSITION, BEGINNING OF YEAR NET POSITION, END OF YEAR See Accompanying Notes to the Financial Statements 11 2012 2011 $ 26,998,808 $ 27,401,687 9,674,887 12,397,729 2,166,300 2,130,622 38,839,995 41,930,038 2,961,378 2,757,855 452,915 325,634 21,224,245 24,469,627 356,366 334,033 1,205,401 225,326 84,500 15,460 958,780 924,972 493,626 418,607 303,179 421,996 274,113 227,685 3,330,675 3,207,635 3,332,433 3,326,841 1,285,309 1,248,613 36,262,920 37,904,284 2,577,075 4,025,754 133,589 55,734 20,955 14,422 521,743 29,988 4,702 157,997 (1,850) (1,850) (473,196) (725,078) (38,051) (31,067) (351) (847) (1,486,188) (1,156,691) (1,318,647) (1,657,392) 1,258,428 2,368,362 64,939,555 62,571,193 $ 66,197,983 $ 64,939,555 HUTCHINSON UTILITIES COMMISSION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Customers Payments Received from Other Sources Payments to Suppliers Payments to Employees Net Cash Provided (Used) by Operating Activities CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Other Noncapital Income Development Study Income Other Noncapital Expenses Net Cash Provided (Used) by Noncapital Financing Activities CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Additions to Utility Plant Principal Payments on Long -Term Debt Bond Service Fees Proceeds from Sale of Assets Net proceeds from Debt Issuance Interest Paid on Long -Term Debt Net Cash Provided (Used) by Capital and Related Financing Activities CASH FLOWS FROM INVESTING ACTIVITIES Interest Income Net Increase (Decrease) in Cash and Cash Equivalents CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR RECONCILIATION OF CASH AND CASH EQUIVALENTS Current Assets - Cash and Investments Restricted Assets - Cash and Investments Total Cash and Cash Equivalents See Accompanying Notes to the Financial Statements 12 2012 2011 $ 36,485,495 $ 40,402,032 2,079,491 2,081,771 (28,722,744) (30,964,937) (4,078,580) (3,932,526) 5,763,662 7,586,340 542,698 44,410 57,589 21,109 (351) (847) 599,936 64,672 (9,150,229) (3,827,934) (2,106,138) (2,019,882) (1,850) (1,850) 4,702 23,140,150 (1,414,267) (1,160,222) 10,472,368 (7,009,888) 56,252 55,734 16,892,218 696,858 13,503,670 12,806,812 $ 30,395,888 $ 13,503,670 $ 6,898,291 $ 13,122,915 23,497,597 380,755 $ 30,395,888 $ 13,503,670 HUTCHINSON UTILITIES COMMISSION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 RECONCILIATION OF OPERATING INCOME (LOSS) TO CASH FLOWS FROM OPERATING ACTIVITIES Operating Income (Loss) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities Depreciation (Increase) Decrease in Assets Accounts Receivable Inventory Sales Tax Receivable Prepaid Items Increase (Decrease) in Liabilities Accounts Payable Customer Deposits Salaries Payable Compensated Absences Net Cash Provided (Used) by Operating Activities See Accompanying Notes to the Financial Statements 13 2012 2011 $ 2,577,075 $ 4,025,754 3,332,433 3,326,841 (249,770) 602,616 96,301 14,370 (86,809) (48,851) (9,048) 355 2,586 (465,118) 61,570 48,872 26,077 80,892 13,247 609 $ 5,763,662 $ 7,586,340 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. REPORTING ENTITY Hutchinson Utilities Commission, a fund of the City of Hutchinson, Minnesota, is governed by five members who are appointed by the Council of the City of Hutchinson, Minnesota. The accompanying financial statements present only the Hutchinson Utilities Commission fund and are not intended to present fairly the financial position of the City of Hutchinson, Minnesota. The financial statements present the Commission and its component units. The Commission includes all funds, account groups, organizations, institutions, agencies, departments and offices that are not legally separate from such. Component units are legally separate organizations for which the appointed officials of the Commission are financially accountable and are included within the financial statements of the Commission because of the significance of their operational or financial relationships with the Commission. The Commission is considered financially accountable for a component unit if it appoints a voting majority of the organization's governing body and is able to impose its will on the organization by significantly influencing the programs, projects, activities or level of services performed or provided by the organization or there is a potential for the organization to provide specific financial benefits to or impose specific financial burdens on the Commission. As a result of applying the component unit definition criteria above, it has been determined the Commission has no component units. B. FUND ACCOUNTING The operations of the Commission are recorded as a proprietary fund. The proprietary fund is used to account for operations (a) that are financed and operated in a manner similar to private business enterprises - where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges; or (b) where the governing body has decided that periodic determination of revenues earned, expenses incurred, and /or net income is appropriate for capital maintenance, public policy, management control, accountability or other purposes. C. MEASUREMENT FOCUS, BASIS OF ACCOUNTING AND FINANCIAL STATEMENT PRESENTATION The financial statements include the operations of the City of Hutchinson Municipal Utilities. The Electric and Natural Gas divisions are treated as a single enterprise fund of the City of Hutchinson, Minnesota. The Utilities are governed by the Hutchinson Utilities Commission, which is appointed by the City Council. No other operations are controlled by the Hutchinson Utilities Commission. The accounts of the Commission are organized on the basis of fund accounting. The operation of the fund is accounted for with a separate set of self - balancing accounts that comprise its assets, liabilities, net position, revenues, and expenses. Government resources are allocated to and accounted for in the individual fund based upon the purposes for which they are to be spent and the means by which spending activities are controlled. Basis of accounting refers to when revenues and expenses are recognized in the accounts and reported in the financial statements. Basis of accounting relates to the timing of the measurements made, regardless of the measurement focus applied. 14 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) C. MEASUREMENT FOCUS, BASIS OF ACCOUNTING AND FINANCIAL STATEMENT PRESENTATION (Cont'd) The proprietary fund is accounted for using the accrual basis of accounting and economic resources measurement focus. Revenues are recognized when earned, and expenses are recognized when incurred. Revenue from electricity and gas sales is reflected in the accounts only at the time such revenue is actually billed to customers. Accordingly, no recognition is given in the accounts for revenue from sales between established cycle billing dates. The proprietary fund distinguishes operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the enterprise funds are charges to customers for sales and services. Operating expenses for enterprise funds include the cost of sales and services, administrative expenses, and depreciation of capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. It is generally the Commission's policy to use restricted resources first, then unrestricted resources as they are needed when an expense is incurred for purposes for which both restricted and unrestricted net position is available. D. DEPOSITS AND INVESTMENTS The Commission's cash and cash equivalents are considered to be cash on hand, deposits and highly liquid debt instruments purchased with original maturities of three months or less from the date of acquisition. Minnesota Statutes authorize the Commission to invest in obligations of the U.S. Treasury, agencies and instrumentalities, shares of investment companies whose only investments are in the aforementioned securities, obligations of the State of Minnesota or its municipalities, bankers' acceptances, future contracts, repurchase and reverse repurchase agreements and commercial paper of the highest quality with a maturity of no longer than 270 days and in the Minnesota Municipal Investment Pool. Investments are stated at fair value. Cash and investments at December 31, 2012, were comprised of deposits, money market accounts and a U.S. Treasury note. The Commission does not have an investment policy that further limits its investment choices. Custodial Credit Risk - Deposits: For deposits, this is the risk that in the event of bank failure, the Commission's deposits may not be returned to it. Minnesota Statutes requires that all Commission deposits be protected by insurance, surety bond, or collateral. The market value of collateral pledged must equal 110 percent. Interest Rate Risk: This is the risk that market values of securities in a portfolio would decrease due to changes in market interest rates. 15 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) D. DEPOSITS AND INVESTMENTS (Cont'd) Credit Risk: Credit risk is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. State law limits investments in commercial paper and corporate bonds to the top two ratings issued by nationally recognized statistical rating organizations. Concentration of Credit Risk: This is the risk of loss attributed to the magnitude of an investment in a single issuer. Investments should be diversified to avoid incurring unreasonable risk inherent in over investing in specific instruments, individual financial institutions or maturities. The Commission places no limit on the amount the Commission may invest in any one issuer. Custodial Credit Risk - Investments: For an investment, this is the risk that in the event of the failure of the counterparty, the Commission will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. E. RECEIVABLES AND OPERATING REVENUES AND EXPENSES An allowance for doubtful accounts is recorded based on historical electric and natural gas revenues, historical loss levels, and an analysis of the collectability of individual accounts. Meters are read throughout the month and revenues are recognized when utility services are billed to customers. Hutchinson Utilities Commission did not accrue revenues for services provided but not billed at the end of the year. Monthly billings from the wholesale power and natural gas suppliers, which are for power and natural gas costs to the last day of the month, are reflected in the accounts. F. INVENTORY Inventories of materials and supplies are recorded at average cost, which does not exceed market. G. PREPAID ITEMS Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in the financial statements. 16 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) H. CAPITAL ASSETS Capital assets, both tangible and intangible, are recorded at cost. The cost of additions to capital assets includes contracted work, direct labor, and materials. Repairs, replacement, and the renewal of items determined to be less than units of property are charged to maintenance. Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest incurred during the construction phase of capital assets is included as part of the capitalized value of the assets constructed. During the current period, the Commission did not have any capitalized interest. Depreciation of capital assets is computed using the straight -line method over the estimated service lives of the various assets as follows: Buildings 35 -60 years Transmission plant (electric) 20 -35 years Distribution plant (electric) 20 -35 years Building improvement 15 -30 years Transmission plant (gas) 10 -45 years Distribution plant (gas) 10 -45 years Generation plant 10 -30 years General plant 5 -10 years Vehicles 5 -10 years Office equipment 3 -5 years Computer equipment 3 -5 years I. COMPENSATED ABSENCES A liability for compensated absences is accrued and recorded as compensation in the period earned. Nonunion employees can accrue a maximum of 200 hours per year of vacation pay, with a maximum carryover of 200 hours. Vacation pay is 100% payable at severance of employment. A maximum of 720 hours can be accrued for sick leave. After accumulation of 720 hours, a payback of one -third of the amount over 720 hours will be made annually. Upon retirement or death before retirement, a payback of one -third of the amount over 240 hours will be made. Union employees can accrue a maximum of 200 hours per year of vacation pay, with a maximum carryover of 40 hours. Vacation pay is 100% payable at severance of employment. A maximum of 1,264 hours of sick leave can be accrued. Upon retirement, union employees shall be paid one hour of sick leave per eight hours of unused sick leave at the rate of pay upon retirement. J. POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS Employees of the Commission pay premiums based on a negotiated schedule. Since the insurance rate is not based on age, the Commission has an implicit rate subsidy factor in postemployment health care expenses. Additionally, Minnesota Statutes require the Commission to allow retired employees to stay on the health care plan with the retiree responsible to pay the entire premium for continuation coverage. The Commission's bargaining agreement and personnel policy do not provide for any contributions upon employee retirement. Any liability for other postemployment benefits is considered immaterial and not recognized in the financial statements. 17 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) K. LONG -TERM OBLIGATIONS Long -term debt and other long -term obligations are reported as liabilities in the financial statements. Bond issuance costs, bond discounts, and bond premiums are amortized over the terms of the related bond issues. L. BUDGETS AND BUDGETARY ACCOUNTING The General Manager is responsible for preparing and submitting an annual budget. Budgets are adopted on a basis consistent with accounting principles generally accepted in the United States of America. M. NET POSITION The Commission adopted the provisions of Governmental Accounting Standards Board Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position for the year ended December 31, 2012. This standard changed the net asset classifications in the financial statements. N. USE OF ESTIMATES The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. O. PRIOR YEAR INFORMATION The basic financial statements include certain prior -year partial comparative information in total but not at the level of detail required for a presentation in conformity with U.S. generally accepted accounting principles. Accordingly, such information should be read in conjunction with the government's financial statements for the year ended December 31, 2011, from which the partial information was derived. 18 NOTE 2. HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 DEPOSITS AND INVESTMENTS A. DEPOSITS In accordance with applicable Minnesota Statutes, Hutchinson Utilities Commission maintains deposits at depository banks authorized by the Commission. Custodial Credit Risk - Deposits: As of December 31, 2012, the Commission's bank balances were not exposed to custodial credit risk because they were fully insured through the FDIC as well as collateralized with securities held by the pledging financial institution's trust department or agent in the Commission's name. Deposits in Bank Petty Cash Amounts with Escrow Agent Total Deposits B. INVESTMENTS $ 9,086,135 850 666,585 $ 9,753,570 As of December 31, 2012, the Commission had the following investment: Weighted Fair Average Credit Value Maturity (Years) Ratings U.S. Treasury Note $ 20,642,318 0.42 AA+ Concentration of Credit Risk: As of December 31, 2012, the Commission was exposed to concentration of credit risk due to the fact 100% of the Commission investments were in one investment. The following is a summary of total deposits and investments: Deposits (Note 2.A.) $ 9,753,570 Investments with Escrow Agent 20,642,318 Total Deposits and Investments $ 30,395,888 Deposits and investments are presented in the December 31, 2012 basic financial statements as follows: Current Assets Cash and Investments $ 6,898,291 Noncurrent Assets Restricted Assets Cash and Investments 23,497,597 Total Deposits and Investments $ 30,395,888 19 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 3. DEPOSITS AND INVESTMENTS - RESTRICTED Restricted cash and investments are designated by bond covenants for specific purposes. At December 31, 2012 and 2011, restricted cash consisted of the following: 2012 2011 Public Utility Revenue Bond Sinking Fund - 2003 Funds designated under bond resolution which require monthly deposits of amounts necessary to meet annual principal and interest payments with an escrow agent. $ 666,585 $ 380,755 Escrow Agent Funds appropriated for the principal and interest payments to become due on the portion of the 2003 bonds that are callable on December 1, 2013. 20,642,318 Reserve Accounts Funds required to be held in amount equal to the maximum amount of principal and interest to become due on the bonds during the year. 2,188,694 Total Cash and Investments - Restricted $ 23,497,597 $ 380,755 The following items have been designated by the Commission for the following purposes: 2012 2011 Rate Stabilization - Electric $ Rate Stabilization - Gas Payment in Lieu of Taxes Catastrophic Development Study Expansion and Development Reserve Account 320,008 $ 374,464 309,089 601,867 1,403,076 1,136,724 500,000 500,000 286,123 790,629 Funds designated for the expansion and development of the utility 1,576,183 2,659,700 $ 4,394,479 $ 6,063.384 The above Commission designated amounts are included in the Current Assets -Cash and Investments total. 20 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 4. CAPITAL ASSETS Capital asset activity for the year ended December 31, 2012, was as follows: Capital Assets, Not Being Depreciated Land Construction in Progress Easements Total Capital Assets, Not Being Depreciated Capital Assets, Being Depreciated Structures and Improvements Equipment Software Total Capital Assets, Being Depreciated Less Accumulated Depreciation for Structures and Improvements Equipment Software Total Accumulated Depreciation Total Capital Assets, Being Depreciated, Net Net Capital Assets Beginning Balance $ 559,527 $ 2,312,141 4,030,760 6,902,428 Increase Decrease 7,028,539 (112,705) 7,028,539 (112,705) Ending Balance $ 559,527 9,227,975 4,030,760 13,818,262 98,456,003 1,638,198 100,094,201 14,137,407 559,197 (435,813) 14,260,791 478,352 37,000 515,352 113,071,762 2,234,395 (435,813) 114,870,344 39,348,079 2,724,694 42,072,773 7,136,650 539,861 (435,813) 7,240,698 303,635 67,878 371,513 46,788,364 3,332,433 (435,813) 49,684,984 66,283,398 (1,098,038) 0 65,185,360 $ 73,185,826 $ 5,930,501 $ (112,705) $ 79,003,622 21 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 5. INVENTORY Inventory consists of the following: Electric Division Fuel Oil and Lubricants Plant Systems Material Engine Parts Distribution Materials Transformers Total Electric Division Natural Gas Division Fittings Transmission Line Gas Total Natural Gas Division Total Inventory NOTE 6. LONG -TERM DEBT A. COMPONENTS OF LONG -TERM DEBT 2012 2011 $ 89,363 $ 125,043 13,100 13,100 305,796 369,068 448,424 425,146 127,733 142,813 984,416 1,075,170 129,203 134,750 303,570 303,570 432,773 438,320 $ 1,417,189 $ 1,513,490 Total Long -Term Debt $ 47,304,161 $ 26,094,004 On March 31, 2003, the Hutchinson Utilities Commission issued Public Utility Revenue Bonds of 2003 for $31,725,000. $3,340,000 of the issue was used for the refunding of the Temporary Public Utility Revenue Bonds of 2001, and $28,385,000 was used for the natural gas pipeline project. On March 31, 2010, Hutchinson Utilities Commission signed a repayment agreement with Missouri River Energy Services (MRES) for the Big Stone II Plant. The Commission will pay equal monthly installments beginning April 1, 2010 and ending March 1, 2015. On July 19, 2012, Hutchinson Utilities Commission issued Public Utility Revenue Refunding Bonds, Series 2012A for $20,720,000, with an interest rate of 4.00% to 5.00 %. The Commission issued the bonds to advance refund a portion of the 2013 through 2025 maturities of the Public Utility Revenue Bonds, Series 20038. The Commission completed the refunding to reduce its debt service payment over the next 14 years by $1,638,277. This results in an economic gain (difference between the present values of the debt service payments on the old and new debt) of $1,245,620. 22 Interest Final Balance Outstanding Rates Maturity 2012 2011 Public Utility Revenue Bonds, Series 2003B 3.750 - 4.625% 12/1/2025 $ 21,330,000 $ 22,510,000 Public Utility Revenue Refunding Bonds, Series 2012A 4.00 -5.00% 12/1/2026 20,720,000 Bond Premium 2,583,049 MRES Agreement 4.00% 3/1/2015 2,224,115 3,150,253 Compensated Absences 446,997 433,751 Total Long -Term Debt $ 47,304,161 $ 26,094,004 On March 31, 2003, the Hutchinson Utilities Commission issued Public Utility Revenue Bonds of 2003 for $31,725,000. $3,340,000 of the issue was used for the refunding of the Temporary Public Utility Revenue Bonds of 2001, and $28,385,000 was used for the natural gas pipeline project. On March 31, 2010, Hutchinson Utilities Commission signed a repayment agreement with Missouri River Energy Services (MRES) for the Big Stone II Plant. The Commission will pay equal monthly installments beginning April 1, 2010 and ending March 1, 2015. On July 19, 2012, Hutchinson Utilities Commission issued Public Utility Revenue Refunding Bonds, Series 2012A for $20,720,000, with an interest rate of 4.00% to 5.00 %. The Commission issued the bonds to advance refund a portion of the 2013 through 2025 maturities of the Public Utility Revenue Bonds, Series 20038. The Commission completed the refunding to reduce its debt service payment over the next 14 years by $1,638,277. This results in an economic gain (difference between the present values of the debt service payments on the old and new debt) of $1,245,620. 22 NOTE 6 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 LONG -TERM DEBT (Cont'd) B. MINIMUM DEBT PAYMENTS Annual debt service requirements to maturity for bonded debt and the MRES agreement are as follows: Year Ending December 31 Revenue Bonds, Series 2003B Principal Interest 2013 $ 1,230,000 $ 928,189 2014 1,280,000 881,449 2015 1,335,000 831,529 2016 1,400,000 778,129 207 1,465,000 720,729 2018 -2022 8,455,000 2,600,069 2023 -2026 6,165,000 579,975 $ 21,330,000 $ 7,320,069 Year Ending MRES Agreement December 31 Principal Interest 2013 $ 963,869 $ 71,421 2014 1,003,139 32,152 2015 257,107 1,716 $ 2,224,115 $ 105,289 C. CHANGES IN LONG -TERM LIABILITIES Beginning Balance Additions Revenue Bonds $ 22,510,000 $ Revenue Refunding Bonds 20,720,000 Bond Premium 2,660,386 MRES Agreement 3,150,253 Compensated Refunding Bonds, Series 2012A Principal Interest $ 995,000 $ 907,300 1,050,000 867,500 1,100,000 825,500 1,160, 000 781,500 1,220,000 735,100 7,415,000 2,727,000 7,780,000 919,350 $ 20,720,000 $ 7,763,250 Ending Due Within Reductions Balance One Year (1,180,000) $ 21,330,000 $ 1,230,000 20,720,000 995,000 (77,337) 2,583,049 185,604 (926,138) 2,224,115 963,869 Absences 433,751 322,870 (309,624) 446,997 18,572 $ 26,094,004 $ 23,703,256 $ (2,493,099) $ 47,304,161 $ 3,393,045 23 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 7. RISK MANAGEMENT The Commission purchases commercial insurance coverage through the League of Minnesota Cities Insurance Trust (LMCIT), which is a public entity risk pool currently operating as a common risk management and insurance program, with cities in the state. The Commission pays an annual premium to the LMCIT for its insurance coverage. The LMCIT is self- sustaining through commercial companies for excess claims. The Commission is covered through the pool for any claims incurred but unreported, but retains risk for the deductible portion of its insurance policies. The amount of these deductibles is considered immaterial to the financial statements. There were no significant reductions in insurance from the previous year or settlements in excess of insurance coverage for any of the past three fiscal years. The Commission's workers' compensation insurance policy is retrospectively rated. With this type of policy, final premiums are determined after loss experience is known. The amount of premium adjustment for 2012 is estimated to be immaterial based on workers' compensation rates and salaries for the year. At December 31, 2012, there are no other claims liabilities reported in the funds based on the requirements of accounting standards, which requires that a liability for claims be reported if information prior to the issuance of the financial statements indicates it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. NOTE 8. DEFINED BENEFIT PENSION PLANS - STATEWIDE A. PLAN DESCRIPTION All full -time and certain part-time employees of the Commission are covered by defined benefit plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA administers the General Employees Retirement Fund (GERF), which is a cost - sharing, multiple - employer retirement plan. This plan is established and administered in accordance with Minnesota Statutes, Chapters 353 and 356. GERF members belong to either the Coordinated Plan or the Basic Plan. Coordinated Plan members are covered by Social Security and Basic Plan members are not. All new members must participate in the Coordinated Plan. PERA provides retirement benefits as well as disability benefits to members, and benefits to survivors upon death of eligible members. Benefits are established by state statute, and vest after three years of credited service. The defined retirement benefits are based on a member's highest average salary for any five successive years of allowable service, age, and years of credit at termination of service. Two methods are used to compute benefits for PERA's Coordinated and Basic Plan members. The retiring member receives the higher of a step -rate benefit accrual formula (Method 1) or a level accrual formula (Method 2). Under Method 1, the annuity accrual rate for a Basic Plan member is 2.2 percent of average salary for each of the first 10 years of service and 2.7 percent for each remaining year. The annuity accrual rate for a Coordinated Plan member is 1.2 percent of average salary for each of the first 10 years and 1.7 percent for each remaining year. Under Method 2, the annuity accrual rate is 2.7 percent of average salary for Basic Plan members and 1.7 percent for Coordinated Plan members for each year of service. For GERF members hired prior to July 1, 1989 whose annuity is calculated using Method 1, a full annuity is available when age plus years of service equal 90. 24 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 8. DEFINED BENEFIT PENSION PLANS - STATEWIDE (Cont'd) A. PLAN DESCRIPTION (Cont'd) Normal retirement age is 65 for Basic and Coordinated members hired prior to July 1, 1989. Normal retirement age is the age for unreduced Social Security benefits capped at 66 for Coordinated members hired on or after July 1, 1989. A reduced retirement annuity is also available to eligible members seeking early retirement. There are different types of annuities available to members upon retirement. A single -life annuity is a lifetime annuity that ceases upon the death of the retiree -no survivor annuity is payable. There are also various types of joint and survivor annuity options available which will be payable over joint lives. Members may also leave their contributions in the fund upon termination of public service in order to qualify for a deferred annuity at retirement age. Refunds of contributions are available at any time to members who leave public service, but before retirement benefits begin. The benefit provisions stated in the previous paragraphs of this section are current provisions and apply to active plan participants. Vested, terminated employees who are entitled to benefits but are not receiving them yet are bound by the provisions in effect at the time they last terminated their public service. PERA issues a publicly available financial report that includes financial statements and required supplementary information for GERF. That report may be obtained on the Internet at www.mnpera.org, by writing to PERA at 60 Empire Drive #200, St. Paul, Minnesota, 55103 -2088 or by calling (651) 296- 7460 or 1- 800 - 652 -9026. B. FUNDING POLICY Minnesota Statutes Chapter 353 sets the rates for employer and employee contributions. These statutes are established and amended by the state legislature. The Commission makes annual contributions to the pension plans equal to the amount required by state statutes. GERF Basic Plan members and Coordinated Plan members were required to contribute 9.10% and 6.25 %, respectively, of their annual covered salary in 2012. In 2012, the Commission was required to contribute the following percentages of annual covered payroll: 11.78% for Basic Plan members and 7.25% for Coordinated Plan members. The Commission's contributions to the Public Employees Retirement Fund for the years ending December 31, 2012, 2011, and 2010 were $293,317, $288,923, and $270,265, respectively. The Commission's contributions were equal to the contractually required contributions for each year as set by state statute. NOTE 9. DEFERRED COMPENSATION PLAN The Commission offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. The plan, available to all Commission employees, permits them to defer a portion of their salary into future years. Participation in the plan is optional. The deferred compensation is not available to employees until termination, retirement, death or unforeseeable emergency. Investments are managed by the plan's trustee under one of four investment options, or a combination thereof. The choice of the investment option(s) is made by the participants. 25 HUTCHINSON UTILITIES COMMISSION NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2012 NOTE 10. COMMITMENTS The Commission has the following project in progress as of December 31, 2012: Project Original Contract Remaining Amounts Commitments Downtown Engine Upgrade and Building Modification Project $ 9,449,682 $ 1,145,204 The Commission is committed to purchase 25 MW of its power requirements from Missouri River Power Company pursuant to the Power Sale Agreement dated April 28, 2010. This contract is effective through January 1, 2046. NOTE 11. MAJOR CUSTOMERS For the years ended December 31, 2012 and 2011, the Electric Division derived approximately 46% and 50% respectively, of utility revenue from the top five major industrial customers. For the years ended December 31, 2012 and 2011, the Natural Gas Division derived approximately 32% and 38% respectively, of its utility revenue from the top five major industrial customers. NOTE 12. NET POSITION 2012 2011 Net Investment in Capital Assets Net Capital Assets $ 79,003,622 $ 73,185,826 Deferred Charges 611,238 409,054 Revenue Bonds Payable (21,330,000) (22,510,000) $ 58.284,860 $ 51,084,880 Restricted Cash and Investments Designated by Bond Covenants for Specific Purposes $ 23,497,597 $ 380,755 Revenue Refunding Bonds Payable (20,720,000) Bond Premium (Unamortized) (2,583,049) $ 194,548 $ 380,755 NOTE 13. RECLASSIFICATIONS Certain prior year financial statement amounts have been reclassified to conform to the current year's presentation. There was no affect on total Net Position. 26 SUPPLEMENTARY INFORMATION HUTCHINSON UTILITIES COMMISSION COMBINING STATEMENT OF NET POSITION DECEMBER 31, 2012 ASSETS Current Assets Cash and Investments Accounts Receivable (Net of Allowance for Doubtful Accounts of $77,601 and $75,985, Respectively) Inventory Sales Tax Receivable Prepaid Items Total Current Assets Noncurrent Assets Restricted Assets Cash and Investments Other Assets Deferred Charges MRES Agreement Total Other Assets Capital Assets Assets Not Being Depreciated Other Capital Assets, Net of Depreciation Net Capital Assets Total Noncurrent Assets Total Assets LIABILITIES AND NET POSITION Current Liabilities Current Portion of Long -Term Debt Bonds Payable Bond Premium MRES Agreement Accrued Vacation Accounts Payable Customer Deposits Accrued Expenses Interest Salaries Payable Total Current Liabilities Long -Term Liabilities Noncurrent Portion of Long -Term Debt Bonds Payable Bond Premium MRES Agreement Accrued Vacation Accrued Severance Total Long -Term Liabilities Total Liabilities Net Position Net Investment in Capital Assets Restricted Unrestricted Total Net Position Total Liabilities and Net Position Supplementary Information - See Auditor's Report 27 Natural Electric Gas Division Division Total 6,032,493 $ 865,798 $ 6,898,291 2,018,199 1,562,742 3,580,941 984,416 432,773 1,417,189 205,517 57,411,176 205,517 19,000 19,586 38,586 9,259,625 2,880,899 12,140,524 33,329 23,464,268 23,497,597 22,679 588,559 611,238 1,551,437 64,466 1,551,437 1,574,116 588,559 2,162,675 9,918,343 35,726,930 3,899,919 29,458,430 13,818,262 65,185,360 45,645,273 33,358,349 79,003,622 47,252,718 57,411,176 104,663,894 $ 56,512,343 $ 60,292,075 $ 116,804,418 $ 135,000 $ 2,090,000 $ 2,225,000 33,329 185,604 185,604 963,869 1,457,334 963,869 14,466 4,106 18,572 1,507,418 988,320 2,495,738 237,193 127,719 364,912 3,786 149,171 152,957 224,201 64,466 288,667 3,085,933 3,609,386 6,695,319 960,000 38,865,000 39,825,000 2,397,445 2,397,445 1,260,246 1,260,246 278,955 73,905 352,860 59,687 15,878 75,565 2,558,888 41,352,228 43,911,116 5,644,821 44,961,614 50,606,435 44,572,952 13,711,908 58,284,860 33,329 161,219 194,548 6,261,241 1,457,334 7,718,575 50,867,522 15,330,461 66,197,983 $ 56,512,343 $ 60,292,075 $ 116,804,418 HUTCHINSON UTILITIES COMMISSION COMBINING STATEMENT OF REVENUES AND EXPENSES YEAR ENDED DECEMBER 31, 2012 OPERATING REVENUES Electric Energy Sales Natural Gas Sales Other Operating Revenues Total Operating Revenues OPERATING EXPENSES Production Operations Maintenance Purchased Power /Gas Other Power Supply Transmission Operations Maintenance Distribution Operations Maintenance Customer Accounts Expense Sales Expense Administrative and General Depreciation Contribution to City of Hutchinson Total Operating Expenses Operating Income (Loss) NONOPERATING REVENUES (EXPENSES) Interest Income Merchandise and Contract Work, Net Miscellaneous Income Gain (Loss) on Disposal of Assets Bond Service Fees Amortization of Development Study Amortization of Bond Discount and Issuance Costs Interest Expense - Customer Deposits Interest Expense - Bonds Total Nonoperating Revenues (Expenses) Change in Net Position Supplementary Information - See Auditor's Report 28 2012 Electric Natural Gas Division Division Total $ 26,998,808 $ $ 26,998,808 9,674,887 9,674,887 310,828 1,855,472 2,166,300 27,309,636 11,530,359 38,839,995 2,961,378 2,961,378 452,915 452,915 14,823,407 6,400,838 21,224,245 356,366 356,366 1,099,669 105,732 1,205,401 72,590 11,910 84,500 566,646 392,134 958,780 267,201 226,425 493,626 166,748 136,431 303,179 205,585 68,528 274,113 2,386,363 944,312 3,330,675 2,289,200 1,043,233 3,332,433 887,456 397,853 1,285,309 26,535,524 9,727,396 36,262,920 774,112 1,802,963 2,577,075 28,126 105,463 133,589 (20,360) 41,315 20,955 294,300 227,443 521,743 4,582 120 4,702 (1,850) (1,850) (473,196) (473,196) (1,864) (36,187) (38,051) (351) (351) (159,221) (1,326,967) (1,486,188) (329,483) (989,164) (1,318,647) $ 444,629 $ 813,799 $ 1,258,428 HUTCHINSON UTILITIES COMMISSION STATEMENT OF NET POSITION ELECTRIC DIVISION DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS AS OF DECEMBER 31, 2011 ASSETS Current Assets Cash and Investments Accounts Receivable (Net of Allowance for Doubtful Accounts of $50,441 and $41,494, Respectively) Inventory Sales Tax Receivable Prepaid Items Total Current Assets Noncurrent Assets Restricted Assets Cash and Investments Other Assets Deferred Charges MRES Agreement Total Other Assets Capital Assets Assets Not Being Depreciated Other Capital Assets, Net of Depreciation Net Capital Assets Total Noncurrent Assets Total Assets LIABILITIES AND NET POSITION Current Liabilities Current Portion of Long -Term Debt Bonds Payable MRES Agreement Accrued Vacation Accounts Payable Customer Deposits Accrued Expenses Interest Salaries Payable Total Current Liabilities Long -Term Liabilities Noncurrent Portion of Long -Term Debt Bonds Payable MRES Agreement Accrued Vacation Accrued Severance Total Long -Term Liabilities Total Liabilities Net Position Net Investment in Capital Assets Restricted Unrestricted Total Net Position Total Liabilities and Net Position Supplementary Information - See Auditor's Report 29 2012 2011 6,032,493 $ 12,317,656 2,018,199 1,822,125 984,416 1,075,170 205,517 118,708 19,000 14,118 9,259,625 15,347,777 33,329 22,845 22,679 24,543 1,551,437 2,082,222 1,574,116 2,106,765 9,918,343 35,726,930 3,002,460 36,565,108 45,645,273 39,567,568 47,252,718 41,697,178 $ 56,512,343 $ 57,044,955 $ 135,000 $ 135,000 963,869 926,137 14,466 13,923 1,507,418 1,516,615 237,193 182,005 3,786 4,207 224,201 206,345 3,085,933 2,984,232 960,000 1,095,000 1,260,246 2,224,116 278,955 264,544 59,687 54,170 2,558,888 3,637,830 5,644,821 6,622,062 44,572,952 38,362,111 33,329 22,845 6,261,241 12,037,937 50,867,522 50,422,893 $ 56,512,343 $ 57,044,955 HUTCHINSON UTILITIES COMMISSION DETAILED STATEMENT OF REVENUES AND EXPENSES BUDGET AND ACTUAL - ELECTRIC DIVISION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 Other Operating Revenues Penalties /Fees 220,000 2012 79,693 295,586 Security Lights 15,000 11,002 Over (Under) 2011 Pole Rental Budget Actual Budget Actual OPERATING REVENUES 238,000 310,828 72,828 306,435 Utility Revenues 28,730,433 27,309,636 (1,420,797) 27,708,122 Residential $ 5,550,000 $ 5,202,559 $ (347,441) $ 5,255,333 General Service 10,150,000 9,264,941 (885,059) 9,075,811 Industrial 11,872,432 10,763,758 (1,108,674) 11,692,880 Street Lighting 120,001 148,968 28,967 143,378 Resale 800,000 1,618,582 818,582 1,234,285 Total Utility Revenues 28,492,433 26,998,808 (1,493,625) 27,401,687 Other Operating Revenues Penalties /Fees 220,000 299,693 79,693 295,586 Security Lights 15,000 11,002 (3,998) 10,585 Pole Rental 3,000 133 (2,867) 264 Total Other Operating Revenues 238,000 310,828 72,828 306,435 Total Operating Revenues 28,730,433 27,309,636 (1,420,797) 27,708,122 OPERATING EXPENSES Production 16,752,019 14,823,407 (1,928,612) 15,440,923 Operations Supervision and Engineering 868,100 906,836 38,736 893,740 Other Employee Benefits 70,000 86,397 16,397 85,732 Fuels 30,500 37,213 6,713 42,857 Station 90,650 111,917 21,267 71,478 Gas for Generation 585,600 697,922 112,322 549,970 Transportation 1,100,000 1,100,000 1,100,000 Waste Disposal 15,000 21,093 6,093 14,077 Total Operations 2,759,850 2,961,378 201,528 2,757,855 Maintenance Structures 1,000 822 (178) 526 Generating Units 190,000 291,684 101,684 212,140 Other Equipment 98,000 160,409 62,409 112,968 Total Maintenance 289,000 452,915 163,915 325,634 Total Production 3,048,850 3,414,293 365,443 3,083,488 Power Costs Purchased Power 16,752,019 14,823,407 (1,928,612) 15,440,923 Supplementary Information - See Auditor's Report 30 HUTCHINSON UTILITIES COMMISSION DETAILED STATEMENT OF REVENUES AND EXPENSES BUDGET AND ACTUAL - ELECTRIC DIVISION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATING EXPENSES (Cont'd) Other Power Supply Supervision and General Salaries Training Professional Services Total Other Power Supply Transmission Operations Transmission Station Total Operations Maintenance Plant and Equipment Total Transmission Distribution Operations Supervision and Engineering Line Meter Territory Service Agreement Other Total Operations Maintenance Station Equipment Underground Lines Lines Transformers Street Lighting Other Equipment Total Maintenance Total Distribution Customer Accounts Expense Meter Reading Collection Other Employee Benefits Uncollectible Accounts Customer Services Meetings and Training Total Customer Accounts Expense Supplementary Information - See Auditor's Report 2012 Over (Under) 2011 Budget Actual Budget Actual $ 260,000 $ 278,664 $ 18,664 $ 272,056 4,721 4,721 12 65,000 72,981 7,981 61,965 325,000 356,366 31,366 334,033 969,927 969,927 141,000 129,742 (11,258) 129,826 141,000 1,099,669 958,669 129,826 68,000 72,590 4,590 12,498 209,000 1,172,259 963,259 142,324 331,000 331,147 147 314,012 48,000 71,222 23,222 61,163 21,000 30,932 9,932 12,947 26,763 26,763 23,513 118,000 106,582 (11,418) 111,453 518,000 566,646 48,646 523,088 12,000 6,786 (5,214) 14,596 105,000 131,927 26,927 95,883 9,000 10,595 1,595 6,633 75,000 71,247 (3,753) 68,667 37,500 46,646 9,146 43,995 238,500 267,201 28,701 229,774 756,500 833,847 77,347 752,862 30,250 30,835 585 83,901 110,000 81,055 (28,945) 115,041 4,785 5,343 558 4,729 11,000 3,191 (7,809) 3,734 43,450 44,819 1,369 44,086 1,100 1,505 405 1,707 200,585 166,748 (33,837) 253,198 31 HUTCHINSON UTILITIES COMMISSION DETAILED STATEMENT OF REVENUES AND EXPENSES BUDGET AND ACTUAL - ELECTRIC DIVISION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 Change in Net Position Supplementary Information - See Auditor's Report $ 358,989 $ 444,629 $ 85,640 $ 1,199,428 32 2012 Over (Under) 2011 Budget Actual Budget Actual OPERATING EXPENSES (Cont'd) Sales Expense Salaries $ 53,040 $ 51,712 $ (1,328) $ 50,632 Conservation 152,625 153,873 1,248 120,132 Total Sales Expense 205,665 205,585 (80) 170,764 Administrative and General Supervision and General Salaries 474,750 486,057 11,307 501,609 Office Supplies 280,846 256,262 (24,584) 238,663 Outside Services Employed 138,000 150,240 12,240 157,132 Property Insurance 117,150 104,135 (13,015) 112,988 Medical Insurance 637,500 627,506 (9,994) 670,987 Other Employee Benefits 548,250 559,286 11,036 577,817 Regulatory 27,500 52,925 25,425 28,750 Commissioners Salaries 14,300 15,874 1,574 14,197 Travel 16,500 8,611 (7,889) 12,692 Miscellaneous Expense 79,750 77,111 (2,639) 74,147 Maintenance of General Plant 48,180 48,356 176 45,908 Total Administrative and General 2,382,726 2,386,363 3,637 2,434,890 Depreciation 2,400,000 2,289,200 (110,800) 2,284,770 Contribution to City of Hutchinson Payment in Lieu of Taxes 738,871 738,871 740,761 Roadway Lighting 148,585 148,585 143,000 Total Contribution to City of Hutchinson 887,456 887,456 0 883,761 Total Operating Expenses 27,167,801 26,535,524 (632,277) 25,781,013 Operating Income (Loss) 1,562,632 774,112 (788,520) 1,927,109 NONOPERATING REVENUES (EXPENSES) Interest Income 22,500 28,126 5,626 27,867 Merchandise and Contract Work, Net 4,319 (20,360) (24,679) (12,841) Miscellaneous Income 20,000 294,300 274,300 28,627 Gain (Loss) on Disposal of Assets (25,000) 4,582 29,582 157,997 Bond Service Fees (3,000) (1,850) 1,150 (1,850) Amortization of Development Study (1,041,962) (473,196) 568,766 (725,078) Amortization of Bond Discount and Issuance Costs (24,500) (1,864) 22,636 (1,864) Interest Expense - Bonds (156,000) (159,221) (3,221) (200,539) Total Nonoperating Revenues (Expenses) (1,203,643) (329,483) 874,160 (727,681) Change in Net Position Supplementary Information - See Auditor's Report $ 358,989 $ 444,629 $ 85,640 $ 1,199,428 32 HUTCHINSON UTILITIES COMMISSION STATEMENT OF NET POSITION NATURAL GAS DIVISION DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS AS OF DECEMBER 31, 2011 ASSETS Current Assets Cash and Investments Accounts Receivable (Net of Allowance for Doubtful Accounts of $27,160 and $34,491, Respectively) Inventory Prepaid Items Total Current Assets Noncurrent Assets Restricted Assets Cash and Investments Other Assets Deferred Charges Capital Assets Assets Not Being Depreciated Other Capital Assets, Net of Depreciation Net Capital Assets Total Noncurrent Assets Total Assets LIABILITIES AND NET POSITION Current Liabilities Current Portion of Long -Term Debt Bonds Payable Bond Premium Accrued Vacation Accounts Payable Customer Deposits Accrued Expenses Interest Salaries Payable Total Current Liabilities Long -Term Liabilities Noncurrent Portion of Long -Term Debt Bonds Payable Bond Premium Accrued Vacation Accrued Severance Total Long -Term Liabilities Total Liabilities Net Position Net Investment in Capital Assets Restricted Unrestricted Total Net Position Total Liabilities and Net Position Supplementary Information - See Auditor's Report 33 2012 2011 865,798 $ 805,259 1,562, 742 1,509,046 432,773 438,320 19,586 15,420 2,880,899 2,768,045 23,464,268 357,910 588,559 384,511 3,899,919 29,458,430 3,899,919 29,718,339 33,358,349 33,618,258 57,411,176 34,360,679 $ 60,292,075 $ 37,128,724 $ 2,090,000 $ 1,045,000 185,604 357,910 4,106 4,168 988,320 976,537 127,719 121,337 149,171 76,829 64,466 56,245 3,609,386 2,280,116 38,865,000 20,235,000 2,397,445 357,910 73,905 79,182 15,878 17,764 41,352,228 20,331,946 44,961,614 22,612,062 13,711,908 12,722,769 161,219 357,910 1,457,334 1,435,983 15,330,461 14,516,662 $ 60,292,075 $ 37,128,724 HUTCHINSON UTILITIES COMMISSION DETAILED STATEMENT OF REVENUES AND EXPENSES BUDGET AND ACTUAL - NATURAL GAS DIVISION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATING REVENUES Utility Revenues Residential Commercial Industrial Total Utility Revenues Other Operating Revenues Gas Transportation Contract - New Ulm Transportation - Electric Division Total Other Operating Revenues Total Operating Revenues OPERATING EXPENSES Purchased Natural Gas Transmission Operations Supervision and Engineering Other Total Operations Maintenance Supervision and Engineering Other Total Maintenance Total Transmission Distribution Operations Supervision and Engineering Other Employee Benefits Mains and Services Meters Other Total Operations Maintenance Mains and Services Meters Other Equipment Total Maintenance Total Distribution Supplementary Information - See Auditor's Report 48,000 2012 5,317 47,580 56,000 52,415 Over (Under) 2011 Budget Actual Budget Actual 1,100 1,091 (9) 1,476 $ 4,800,000 $ 3,697,538 $ (1,102,462) $ 4,327,788 4,771,100 3,150,925 (1,620,175) 3,823,161 4,134,100 2,826,424 (1,307,676) 4,246,780 13,705,200 9,674,887 (4,030,313) 12,397,729 700,000 755,472 55,472 724,187 1,100,000 1,100,000 49,425 1,100,000 1,800,000 1,855,472 55,472 1,824,187 15,505,200 11,530,359 (3,974,841) 14,221,916 9,112,780 6,400,838 (2,711,942) 9,028,704 48,000 53,317 5,317 47,580 56,000 52,415 (3,585) 47,920 104,000 105,732 1,732 95,500 1,100 1,091 (9) 1,476 11,000 10,819 (181) 1,486 12,100 11,910 (190) 2,962 116,100 117,642 1,542 98,462 169,100 137,175 (31,925) 162,935 114,000 151,968 37,968 108,446 90,000 67,667 (22,333) 79,809 3,500 61 (3,439) 984 53,500 35,263 (18,237) 49,710 430,100 392,134 (37,966) 401,884 107,000 147,998 40,998 108,664 15,000 20,779 5,779 13,015 55,000 57,648 2,648 67,154 177,000 226,425 49,425 188,833 607,100 618,559 11,459 590,717 34 HUTCHINSON UTILITIES COMMISSION DETAILED STATEMENT OF REVENUES AND EXPENSES BUDGET AND ACTUAL - NATURAL GAS DIVISION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 OPERATING EXPENSES (Cont'd) Customer Accounts Expense Meter Reading Collection Other Employee Benefits Uncollectible Accounts Customer Services Other Total Customer Accounts Expense Sales Expense Salaries Conservation Total Sales Expense Administrative and General Supervision and General Salaries Office Supplies Outside Services Employed Property Insurance Medical Insurance Other Employee Benefits Regulatory Commissioners Salaries Travel Miscellaneous Maintenance of General Plant Total Administrative and General Depreciation Contribution to City of Hutchinson Payment in Lieu of Taxes Total Operating Expenses Operating Income (Loss) Supplementary Information - See Auditor's Report 2012 Over (Under) 2011 Budget Actual Budget Actual $ 24,750 $ 25,229 $ 479 $ 55,934 90,000 66,318 (23,682) 76,694 3,915 4,372 457 3,153 9,000 2,611 (6,389) 2,489 35,550 36,670 1,120 29,390 900 1,231 331 1,138 164,115 136,431 (27,684) 168,798 17,680 17,237 (443) 16,877 50,875 51,291 416 40,044 68,555 68,528 (27) 56,921 158,250 162,019 3,769 125,402 93,615 85,421 (8,194) 59,666 46,000 50,080 4,080 39,283 95,850 85,202 (10,648) 92,445 212,500 209,169 (3,331) 167,747 182,750 186,429 3,679 144,454 22,500 43,302 20,802 23,523 11,700 12,988 1,288 11,616 13,500 7,046 (6,454) 10,384 65,250 63,091 (2,159) 60,665 39,420 39,565 145 37,561 941,335 944,312 2,977 772,746 1,050,000 1,043,233 (6,767) 1,042,071 397,853 397,853 364,852 12,457,838 9,727,396 (2,730,442) 12,123,271 3,047,362 1,802,963 (1,244,399) 2,098,645 35 HUTCHINSON UTILITIES COMMISSION DETAILED STATEMENT OF REVENUES AND EXPENSES BUDGET AND ACTUAL - NATURAL GAS DIVISION YEAR ENDED DECEMBER 31, 2012 WITH PARTIAL COMPARATIVE AMOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 NONOPERATING REVENUES (EXPENSES) Interest Income Merchandise and Contract Work, Net Miscellaneous Income Gain (Loss) on Disposal of Assets Amortization of Bond Discount and Issuance Costs Interest Expense - Customer Deposits Interest Expense - Bonds Total Nonoperating Revenues (Expenses) Change in Net Position Supplementary Information - See Auditor's Report 2012 Over (Under) 2011 Budget Actual Budget Actual $ 22,500 $ 105,463 34,181 41,315 1,000 227,443 120 (36,187) (1,000) (351) (972,439) (1,326,967) (915,758) (989,164) $ 82,963 $ 27,867 7,134 27,263 226,443 1,361 120 (36,187) (29,203) 649 (847) (354,528) (956,152) (73,406) (929,711) $ 2,131,604 $ 813,799 $ (1,317,805) $ 1,168,934 COMPLIANCE SECTION CDS Conway, Deuth 6 Schmiesing,riri -P Q u;,O3k,X i !..lr. (l {, wy INDEPENDENT AUDITOR'S REPORT ON MINNESOTA LEGAL COMPLIANCE Members of the Hutchinson Utilities Commission Hutchinson, Minnesota We have audited the financial statements of Hutchinson Utilities Commission, a fund of the City of Hutchinson, Minnesota, as of and for the year ended December 31, 2012, and have issued our report thereon dated March 27, 2013. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the provisions of the Minnesota Legal Compliance Audit Guide for Political Subdivisions, promulgated by the State Auditor pursuant to Minn. Stat. § 6.65. Accordingly, the audit included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. The Minnesota Legal Compliance Audit Guide for Political Subdivisions covers seven categories of compliance to be tested: contracting and bidding, deposits and investments, conflicts of interest, public indebtedness, claims and disbursements, miscellaneous provisions, and tax increment financing. Our study included all of the listed categories, except that we did not test for compliance in tax increment financing because Hutchinson Utilities Commission does not have any tax increment financing. The results of our tests indicate that for the items tested, Hutchinson Utilities Commission complied with the material terms and conditions of applicable legal provisions, except as described below. The Commission did not obtain Form IC 134 from all contractors before final payment was made as required by Minnesota State Statute § 270C.66 and a Safekeeping Agreement with one depository did not call for pledged collateral to be released on the Commission's demand in case of a default as required by Minnesota State Statute § 118A.03. This report is intended solely for the information and use of the Commission, management, and the State Auditor's Office and is not intended to be and should not be used by anyone other than those specified parties. ", &a& i : , PLO CONWAY, DEUTH & SCHMIESING, PLLP Certified Public Accountants Litchfield, Minnesota March 27, 2013 37 Members:American Institute of Certified Public Accountants, Minnesota Society of Certified Public Accountants wo Ie �Conway, uth Schmiesing,mLP C"akd Puhk Aw�ta,. & Owtums INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Members of the Hutchinson Utilities Commission Hutchinson, Minnesota We have audited in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Hutchinson Utilities Commission, a fund of the City of Hutchinson, Minnesota, as of and for the year ended December 31, 2012, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements and have issued our report thereon dated March 27, 2013. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 38 Members: American Institute of Certified Public Accountants, Minnesota Society of Certified Public Accountants Hutchinson Utilities Commission Hutchinson, Minnesota Page 2 Compliance and Other Matters As part of obtaining reasonable assurance about whether Hutchinson Utilities Commission's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. ", &.ILOL , PLLP CONWAY, DEUTH & SCHMIESING, PLLP Certified Public Accountants Litchfield, Minnesota March 27, 2013 39 TABLE OF CONTENTS Page ARTICLE1 Definitions ...................................................................... ..............................2 ARTICLE 2 Scope and General Responsibilities ................................. ..............................8 Section 2.1 Scope and Purpose ............................................... ..............................8 Section 2.2 Responsibilities in General .................................. ..............................8 Section 2.3 Access Rights ...................................................... ..............................8 Section 2.4 Switching and Tagging Rules .............................. ..............................9 Section 2.5 Emergency Condition .......................................... ..............................9 Section 2.6 Section 2.7 Abnormal Conditions .. .....................z ;.. ..............................9 Coordination and Cooperation .......... ? °.............................9 Section 2.8 Compliance with Related Agreement... ..............................9 ARTICLE 3 Specific Operational Responsibilities .......'........... 9 Section 3.1 Control Area and Balancing Authorit !y ............. 9 Section 3.2 Operation ............................ ........................9 Section 3.3 Operational Authority an ystem Control ............... . .................10 Section 3.4 Reserved ..................... .... .............. ......................... ............10 Section 3.5 Operating Expenses ............. ...... .........................1 .................10 Section 3.6 Protection and System Quality. .................... .............................10 Section 3.7 Outages, Inte = tions, and Discon tion ........ ............................... l l Section 3.8 Continuity of ........................ ............ .............................12 Section 3.9 Operational Cha ........................... . ...... .............................13 Section 3.10 Reserved ............... .......... .. m ................... .... .............................13 ARTICLE 4 Specific Section 4.1 Section 4.2 D Section 4.3 Section 4.4 1 enance Re sp ' sib ities "1..4, .... .............. .............................13 ce of NSP = M Fa( . Fes ce of Hutch ' on O &M Facilities ....... .............................13 en ce of Glencoe exconnect Facilities .. .............................13 ie Metering ommunications .......... .............................14 do bligations ..................... .............................14 entalRele es ...................................... .............................14 enEx enses ........................................ .............................14 tionsTesting ...................................... .............................14 to O erve Testing .................................... .............................14 vation of Deficiencies ................................ .............................15 Ra' e ................................................................ .............................15 ect of Force Majeure ...................................... .............................15 Notification........................................................ .............................15 Removal............................................................. .............................15 ARTICLE 6 Liability, Indemnification and Insurance ........................ .............................16 Section 6.1 Insurance, Indemnity And Liability .................... .............................16 ARTICLE 7 Term and Termination .................................................... .............................19 Section7.1 Term ................................................................... .............................19 Section 7.2 Default and Termination ..................................... .............................19 ARTICLE8 Arbitration ..................................................................... .............................20 TABLE OF CONTENTS (continued) Page Section8.1 Disputes ............................................................. .............................20 Section 8.2 Initial Referral .................................................... .............................20 Section 8.3 Binding Arbitration ............................................ .............................20 Section 8.4 Arbitration Decision ........................................... .............................20 Section 8.5 Arbitration Costs ................................................ .............................20 Section 8.6 FERC Dispute Resolution ................................... .............................20 ARTICLE 9 Standards of Conduct and Confidentiality ................ •,... .............................21 Section 9.1 FERC Standards of Conduct ................. ...�i......:, ..........................21 Section 9.2 Confidentiality ...... ............................... ........ .............................21 Section 9.3 Nondisclosure ... ............................... .:,...... .............................21 Section 9.4 Standard of Care .........................j. .............................21 Section 9.5 Use of Confidential Informatio •..... .......................21 Section 9.6 Damages ............................. : . ............................... ......................21 Section 9.7 Rights to Confidential Info ation .., } ......................... . .................21 Section 9.8 Notification ................ ..... .............22 Section 9.9 Survival . ............................... ,, ,......,,.:.:.......... .............................22 ARTICLE 10 Miscellaneous .......................E................................... .............................22 Section 10.1 Governing La ' ............................: ...... .............................22 Section 10.2 Counterparts .... .............................. . .. z< 22 Wt . z Section 10.3 Assignment ......... ........ .�:................ .. ..... ............................... 22 Section 10.4 No Third -Party Be fici .. ....... ........... .............................22 Section 10.5 Re atory Authori .......... .................... .............................22 Section10.6 . . .................. . ............ ....... �................................................. 22 Section 10.7 Repres ions ................. ............................... .............................22 Section 10.8 omple greement..... .............................. .............................23 Section 10.9 ici . ` ority ...... ................................... .............................23 Sectio0 Re d......... ,; ....................................... .............................23 Sect.. Upda ' bits .................................................. .............................23 ction10.12 dit s ... , ................................................ .............................23 `G ion 10.13 orting... .................................... .............................23 EXHIBIT Matrix of erslup, Operation, & Maintenance Responsibility For the McLeo ubstation Date: 10/ 05/ 05 ........................... .............................25 EXHIBIT B erconn . tion Diagram ................................................ .............................27 EXHIBIT C App le Regional Reliability Council, Control Areas and Balancing Au1orities ..................................................................... .............................28 EXHIBIT D Substation As Built Drawings ........................................ .............................29 EXHIBIT E Designated Representatives ............................................ .............................30 EXHIBIT F Switching and Tagging Rules ......................................... .............................31 EXHIBIT G Substation Site Description ............................................ .............................45 THIS OPERATION AND MAINTENANCE AGREEMENT ( "Agreement ") is dated as of this day of 9eteber, 201 -2306, between the CITY OF HUTCHINSON, MINNESOTA, a Minnesota municipal corporation and its statutory Hutchinson Utilities Commission (hereinafter referred to as "Hutchinson "), the CITY OF GLENCOE, MINNESOTA, a Minnesota municipal corporation and its GLENCOE LIGHT AND POWER COMMISSION (hereinafter referred to as "Glencoe "), and Northern States Power Company, a Minnesota corporation and wholly owned subsidiary of Xcel Energy Inc. (hereinafter referred to as "NSP "). Hutchinson, Glencoe and NSP as parties hereto may hereinafter be referred individually as a "Party" or to collectively as the "Parties" to this Agreement. 'Ah,# RECITALS 1. WHEREAS, NSP is an electric utility transmitting, distributing, and selling services principally in the States of M' subject to the jurisdiction of the r t Federal Energy Regulatory Cornnl " 2. WHEREAS, Hutchinson owns and opera%' the business of dist 'b ting and selling Hutchinson's incorporate • ,end environs; 3. WHEREAS, Glencoe owns the business of generating, within GlenciacIsdncorvorate 4. WHE � 5, the a'� missi NSP are er the nctio; System Op r, d " NSP's en in " usiness of generating, ower energy and related orth Da d South Dakota e regulatory sions and and or ial electric utility engaged in power and energy within Felectric utility engaged in electric power and energy at a voltage level of 100 kV and above of of the Midwest Independent Transmission the MISO Transmission- Owning Parties' is presently located within NSP's Control Area and ned under the MISO Tariff, and 6. EREAS, 1 Energy Sery ices Inc. ( "XES ") is authorized to act as agent for pursuant written agreements between NSP and XES that are approved by ap ble re latory authorities an d accordingly, XES employees may perform or a certain aspects of this Agreement on behalf of NSP; and 7. WHEREAS, NSP and Hutchinson are parties to a McLeod Substation Tap Construction Agreement dated March 29, 2002, (the "Construction Agreement ") which provided for construction of a in- and -out 230 kV transmission tap ( "Transmission Tap ") from NSP's existing 230 kV Black Dog to Panther 230 kV transmission line #0900 to the Substation which results in a new point of interconnection (Point of Interconnection ") with Hutchinson; and 8. WHEREAS, NSP and Hutchinson are concurrently negotiating with MISO and intend to contemporaneously enter into a new Transmission Interconnection Agreement for the Point of Interconnection; and 9. WHEREAS, Hutchinson and GRE are parties to the Restated Operation and Maintenance Agreement dated July 31, 2005 which provides for GRE to operate certain breakers within the Substation pending an interconnection by Glencoe within the Substation and for GRE to maintain certain meters within the Substation; and 10. WHEREAS, Hutchinson will update and suppl*^,entthje 'GRE Operat ion and Maintenance Agreement as deemed appropni t tchinson to reflect the Glencoe interconnection and other currents e and the arrangements Hutchinson has made under this Agreement san `, 11. WHEREAS, Glencoe has transmission line —an and appFeximately Aily 1, 2006. NOW THEREFORE, Parties In addition to the following initially capit below when used in thi`" "Abnormal Con( Facilities, the Sacili or the tran that fac' es are o excel ut which has r is not r ­d to, high Hutchinson, amended, su and a 115 kV interconne and delivery as follows: ,9''and plir"d`s s defined in this Agreement, the shall have the respective meanings set forth mean any cdi$idition on the Hutchinson Facilities, Glencoe " owned portions of the Transmission System, ilities, ich is outside normal operating parameters such x normal ratings or reasonable operating limits have been emergency. An Abnormal Condition may include, but Cations in voltage, frequency, power flow, equipment other equipment and operating parameters. n this_ Operating and Maintenance_ Agreement by and among NSP, including all Exhibits attached hereto, as the same may be altered, changed or restated in accordance with its terms. "Applicable Laws and Regulations" shall mean all applicable federal, state and local laws, ordinances, rules and regulations, and all duly promulgated orders and other duly authorized actions of any Governmental Authority having jurisdiction over the Parties, their respective facilities and/or the respective services they provide. "Applicable Reliability Council" shall mean the regional reliability council of NERC or successor electric reliability organization in which the Substation is located identified on Exhibit C. "Balancing Authority" shall mean the entity responsible to maintain resource to load interchange balance within a Balancing Authority Area and supports interconnection and frequency in real -time identified on Exhibit C. "Balancing Authority Agreement" shall mean the Agreement between MISO and the Balancing Authorities within the MISO approved by FERC by order issued February 18, 2005, and any amendment thereto from time to time approved by FERC. "Balancing Authority Area" shall mean the collection of . resources, transmission system, and loads within the metered boundaries of Balancing Autho ' ttlentified on Exhibit C. "Claims" shall have the meaning given under Section 6.. . "Confidential Information" shall mean any co i tial, p o 'etary or trade secret information of a plan, specification, pattern, prociontlb'y u a esign, device, ng, list, concept, customer information, policy or compilation rela o the present or pla business of a Party, which is designated as Confidential Infoi� the arty supplying °formation, whether conveyed orally, electronically, in wri thr .gh inspection, otherwise. Confidential Information shall include, without limita tq '1 inf rmation relatmg to a Party's technology, research and development business affair , d pricing, and any information supplied by a Party to another Party confidential bas . rior to the execution of this Agreement. Confidential Information sha dude informa i at the receiving Party can demonstrate: (i) is generally available to t e pu t r than as esult of a disclosure by the receiving Party; (ii) was in the lawful possession o " ce' g Party on a non confidential basis before receiving it he disclosing y; (iii) - supplied to the receiving Party without restriction by a i who, to the owledge f the receiving Party, was under no obligation to the of arty to ep such information confidential; (iv) was independently developed by the recei arty out referenc iConfidential Information of the disclosing Party; or (v) is, or beco own, through no wrongful act or omission of the receiving Pa , . e ch of gree e o nation designated as Confidential Information will no to - e onfi ' 1 if the Party that designated the information as Confidential Information notifies th a Parti at ch information no longer is confidential. Finally, for the p s of this Agre ent, in ation is Confidential Information only if it is clearly designate k marked in mg a confidential on the face of the document, or, if the information Y nveyed ora - or by inspection, if the Party providing the information orally informs the P the information that the information is confidential. shall have the meaning given in the Recitals. "Control Arei" shall mean an electric power system or combination of electric power systems bounded by interconnection metering and telemetering to which a common generation control scheme is applied in order to balance the power output of generation resources within the electrical power system(s) and energy delivered from or to entities outside the electric power system(s) with the load within the electric power system(s); maintain scheduled interchanges with other Control Areas and maintain the frequency of the electric power system(s) within reasonable limits in accordance with applicable NERC and the Applicable Regional Reliability council criteria. "Control Area Operator" shall mean the entity with responsibility for operating a Control Area consistent with applicable NERC and MRO policies and procedures and MISO policies and procedures. "Coordination Contact" shall have the meaning given in Section 2.7. "Default" shall mean the failure of a Party in breach of this Agreement to cure such breach in accordance with the provisions of Section 7.2. "Emergency Condition" shall mean a condition or situatioa1).that in the reasonable judgment of the Party making the claim is imminently likely to anger,' or is contributing to the endangerment of, life or property, or public health and sae (2) that, in the case of a Party, is imminently likely (as determined in a non- discri ry nner) to cause a material adverse effect on the security of, or damage to, the Hutc ' okFacilities lencoe Facilities, the NSP Facilities or the Transmission System, or the elec ; c s stems of othe `, which the Parties are directly connected. "FERC" shall mean the Federal Energy Regu'l ' -. Co ' '''sssion, or its sud` essor. "Force Majeure" shall mean any cause beyond asonable control of and without fault or negligence of the Party claiming' o cc Majeure, incl but not limited to acts of God, strike, flood, earthquake, storm, fire, li ', xplosion, epi ' .c war, riot, terrorism, civil disturbance, sabotage, changes in Applica le nd Regula i s subsequent to the date hereof, and action or inaction by any Govern ' entaI < "Glencoe Facili i can the Gl coe Intercq ection Facilities and the Glencoe Line. "Glencoe Interco t F H 'es" shall me,ri the 115 kV dead end insulators which are owned by Gle c e as depic :lion diagram attached hereto in Exhibit B. ". ' lencoe Line' 11 mea , 115 kV local distribution line that originates at Glencoe's Arm C ygate sub and t aces at the Substation dead end insulators as depicted by the own r `'p line on the i _ connec' iaQram attached hereto in Exhibit B. "Good ' ity Prac `fie" shall mean any of the applicable practices, methods and acts engaged in or ap d by a . gnificant portion of the electric utility industry during the relevant time period, or an practices, methods and acts which, in the exercise of reasonable judgment by a Party 1 1 t of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition, giving due regard to the requirements of governmental agencies having jurisdiction. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather includes all acceptable practices, methods, or acts generally accepted in the region as they may be applicable to the Parties as transmission system owners and/or operators. "Government Authority" shall mean any federal, state, local, or other governmental agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over a Party. "GRE O &M Agreement" shall have the meaning given in the Recitals. "Hazardous Substances" shall mean any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials, hazardous constituents, restricted hazardous materials "extremely hazardous substances," "toxic substances," "radioactive substances," "conta * R s " "pollutants," "toxic pollutants" or words of similar meaning and regulatory fect under any applicable environmental law, or any other chemical, material or sll�i exposure to which is m prohibited, limited or regulated by any applicable environer law. s. "Hutchinson Facilities" shall mean the Hutchinson O &M Facilities, Substation and Substatig "Hutchinson Interconnection Facilities" i Transmission Tap owned by NSP, as depicted by diagram attached hereto in Exhibit B. t,, "Hutchinson O &M Facilities" Hutchinson commencing from, and incNpoir 115 kV power transformer, 115 kV bu equipment, and associated invent to a insulators where the 1 pers are con ownership line on th terconne . ' n diagram Site which is owned tchinso "I &I March Substation line on the Facilities, to the that porti the Substation owned by NV bus, kV breakers, 230 kV to cep. trol house, communications me side of the 115 kV dead end I to th Glencoe Line as depicted by the ied hereto in Exhibit B, and the Substation and Interchange Agreement dated tioNa" eemen hull mean the Transmission Interconnection Agreement NS f Mi west ISO in effect and accepted by FERC. "MISS` all mean a Midwest Independent Transmission System Operator, Inc. or successor region smiss' organization. "MISO Tarif all mean the open access transmission and energy market tariff of the MISO, on file with Fu RC and in effect, as amended or superseded from time to time, under which transmission service is provided on the Transmission System by MISO. "MPUC" shall mean the Minnesota Public Utilities Commission. "MRO" or "Midwest Reliability Organization" shall mean the Midwest Reliability Organization, or its successor entity. "NERC" shall mean the North American Electric Reliability Council, or its successor electric reliability organization assuming or charged with similar responsibilities related to the operation and reliability of the North American electric interconnected transmission grid. "NSP Facilities" shall mean the NSP Interconnection Facilities, NSP O &M Facilities and NSP's portion of the Transmission System. "NSP Interconnection Facilities" shall mean the Transmission Tap which is owned by NSP and is as depicted by the ownership line on the interconnection d�'a,g�ram attached hereto in Exhibit B and all facilities and equipment owned and/or contAtifigin r "aced and maintained by NSP on the NSP's side of the Point of Interconnection as ideExhibit A, including any modifications, additions or upgrades made to such facilities aent, that are necessary to p hysically and electrically interconnect the Substation to the -9,Systern. "NSP O &M Facilities" shall mean the operated by NSP. "OASIS" shall mean the open access s-, pursuant to the requirements and standards of No. 2004. "Operational Authority" shall r and coordinating operation of system eq voltage control, equipment loading, and to the equipment limitations mean practices or proced or the NSP Transmission or unplanned ogteor an Tradsn -u -s ion Tap o e maintained, and hme info tin system of O developed [QC's o. $89, as superseded by Order arty in charg =responsible for directing C ' cludes corm ete authority of switching, as "i ertin, to proper operation, subject material change in the day -to -day routine, E either the Hutchinson Transmission System change in connection with either a planned if I I asonable s" sli ean, with respect to any action required to be made, atte 41 . or taken by a y m " `f Agreement in the exercise of "Reasonable Efforts," such effos are timely a `consist t with Good Utility Practices that would be undertaken for the pro n of its own. terests under the conditions affecting such action, including but not limited to mount of tice of the need to take such action and the duration and type of such action. "Regulatory uirements" shall mean any of the applicable practices, methods and acts required by FER as implemented by NERC, Applicable Reliability Council, MISO or another entity having authority over the Parties with regard to the subject matter of this Agreement, or the successor of any of them. "RTU" shall have the meaning given in Section 4.4. "SCADA" shall mean supervisory control and data acquisition equipment. "Secondary Systems" shall mean control or power circuits that operate below 600 volts, AC or DC, including, but not limited to, any hardware, control or protective devices, cables, conductors, electric raceways, secondary equipment panels, transducers, batteries, chargers, and voltage and current transformers. "Senior Representative" shall mean -be the representative of a Parties and of the Parties shown on Exhibit E. "Substation" shall mean Hutchinson's 230/115 kV McL -eod ctrical transmission substation facilities located in McLeod County, Minnesota identife tl e "as built" drawings provided by Hutchinson to NSP itemized in Exhibit D hereof w e NSP's Black Dog Panther 230 kV transmission line is tapped and where the Hutchinso a- 'es and Glencoe Facilities are interconnected. "Substation Site" shall mean those parts of t rea pioperty own , . Hutchinson upon which the McLeod Substation is constructed an d. ocated in McLeod Hutchinson, Minnesota. The legal description of the land con ti McLe d Substation Si i'shown on Exhibit G. .L �. "Switching and Tagging Rules" shall mean the s 'ng and tagging procedures of the respective parties, as set forth in Exhibit as they may b . ended from time to time. "System Protection Facilities" shaT ea Nelays, circu' ieakers, switches and other equipment required to protect (i) the NSP �ce ®rt, i n Fa cilities and the Glencoe Facilities (and any generat esources connct fl'to the smission System) from faults or other electrical disturbCe ng at the S station, aii) the Substation from faults or other electrical syste isturban ccurring on a Transmission System or on other delivery systems and/or oth r ' rating sources to w > the Transmission System is directly or indirectly connected. Sy P Facilitie all include such protective and regulating devices as are ' ied in ter • b5i uidelines or that are required by Applicable Law and a i s are rwise necessary to protect personnel and equipment and to minimiz , deleterious s to Transmission System arising from the operation and mainte ce of the Substa ; the son Facilities and Glencoe Facilities. shall have the same meaning as assigned to such term in the MISO Tariff. "Transmissi - ing Parties' Agreement" shall mean the Agreement of Transmission Faciliti wners to Organize the Midwest Independent Transmission System Operators, Inc. as originally accepted by FERC Order dated September 16, 1998, as amended and accepted for filing by FERC from time to time thereafter. "Transmission System" shall mean the facilities controlled or operated by the MISO that are used to provide transmission service under the MISO Tariff. The Transmission System includes facilities, the operational control of which has been transferred to the MISO by NSP and GRE, with FERC approval under section 203 of the Federal Power Act. "Transmission Tap" means the in- and -out 230 kV transmission line commencing from the dead end insulators where they attach to the Substation structural steel to the 230 kV Black Dog to Panther line #0900 tap structures all of which are owned by NSP and are as depicted by the ownership line on the interconnection diagram attached hereto in Exhibit B. Tariff. Any capitalized terms not defined herein shall have the meaning set forth in the MISO ARTICLE 2 SCOPE AND GENERAL RED Section 2.1 Scope and Purpose. The scope and purpose Agreement is to allocate operation and maintenance responsibilities for the Substation, e N P cilities, the Hutchinson Facilities and the Glencoe Facilities. This Agreement i Iso 'ntende contemplated to be consistent, and not conflict with the Interconnection went , the I , � eement and the GRE O &M Agreement. In the event any such con ' should occur, the Pa "e_ eed that this Agreement shall take precedence, but only for kI time to Ilow Parties a I ortunity to negotiate in good faith to amend the various other agr ments r is Agreement o remove any inconsistent or conflicting provisions. In the event that , O &M Agreement is amended or terminated for any reason, Hutchinson ees to consult i SP and allow NSP to promptly review any proposed replacement or a ed agreement son may enter into and take into account the provisions of this Agree d.. ' pacts onbntrol Area or Balancing Authority Area. Section 2.2 Responsibili ' in General. xvbit A inc es a matrix outlining the various operations and mainten ce abilities for each Party ap licable under this Agreement. The Parties shall cause . NSP F es, Hutchi on Facilities and Glencoe Facilities to be operated, maintaindd a ontrol (i) in a safe d' reliable manner; (ii) in accordance with Good Utility Practice; t ..n a with he Interconnection Guidelines, applicable operational a d -- 'ability c; a, p I d directives, including those of the Applicable Reliabili _ ouncil 3 ac o :dance with Applicable Laws and Regulations; and (v) in a with ith the p " Mons o s Agreement. Hutchinson and Glencoe understand that Nu ,O a responsibi ' o prove functional control and direction of the NSP and GRE portions a Transmissio stem, and that NSP and GRE shall have direct control of their assets within Transmissio System. This responsibility and control requires that, from time to time, MISO rovide o rating instructions consistent with this MISO Tariff, Good Utility Practice, applicab' perat nal and/or reliability criteria, protocols, and directives, including those of the NERC, pplicable Reliability Council and Applicable Laws and Regulations. To the extent that the: ISO or NSP is assessed any penalties or other costs by NERC, the Applicable Reliability Council or any Control Area and such penalties or other costs are due to Hutchinson or Glencoe's action or inaction, such Party shall reimburse the MISO and/or NSP for such penalties or other costs promptly at the time NSP is required to pay such penalties or costs. Section 2.3 Access Rights. The Parties shall provide each other with access rights to the property of the providing Party as may be necessary for a Party's performance of their respective operational and maintenance obligations under this Agreement; provided that, notwithstanding anything stated herein, a Party performing operational or maintenance work within the Substation or within the boundaries of the other Party's facilities must abide by any specific safety or work rules applicable and provided by the Party owing the facilities. Section 2.4 Switching and Tagging Rules. The Parties shall abide by the applicable Switching and Tagging Rules for obtaining clearances for work or for switching operations on equipment. Such Switching and Tagging Rules are as set forth in Exhibit E. Section 2.5 Emergency Condition. A Party will notify the other Parties as soon as possible of any Emergency Condition, occurring on the NSP Facilities&Pi Hutchinson Facilities or the Glencoe Facilities and GRE Interconnection Facilities anall coordinate with MISO the most appropriate cour se of action in accordance wy Practice, including but not limited to, taking necessary steps to keep the tram in operation and making any required reports to FERC and on the OASIS ency Condition that results in any deviation from FERC's standards of conducaooviders. Section 2.6 Abnormal Conditions. Any Party ' periencing an Abnorm ondition on its Facilities subject to this Agreement shall prof otify tli`e other Part ies o eAbnormal Conditions and follow a MISO and/or Applicable R a ' it cil approved erating guide for such Abnormal Condition. Section 2.7 Coordination and Coop` " 'on. To coordina uch operation and maintenance responsibilities under this Agreement, the ' s hall each ide 11 o e representative to serve as a "Coordination Contact" to be the initia o ontact and coordinate the communication between the Parties in implementing this A eeme s ated on Exhibit E. The Parties shall cooperate hereunder ' eir performaneo operatio nd maintenance responsibilities. Each Party shall notify o arties in wn g of any ange of its Coordination Contact. The Parties shall en or to ke xhibit E c ent at all times for ease of reference by the Parties. Each Pa sh ' ovide a vance notice t e other Party before undertaking any work in these areas, especially ec cuits inv . ving circuit breaker trip and close contacts, current transformerswor vote a ; trans o . 1 1 the GRE -OW Agreement. ents. NSP and Hutchinson shall also comply shall comply and cause GRE to comply with ARTICLE 3 OPERATIONAL RESPONSIBILITIES Section 3.1 ControjXiea and Balancing Authority. The Substation and Transmission Tap shall be within NSP's ontrol Area and Balancing Authority Area for which NSP is the Control Area Operator and Balancing Authority and NSP shall be the Operational Authority for both the 230 kV and 115 kV equipment and portions of the Substation and Transmission Tap. In addition, the Glencoe Facilities shall be within NSP's Control Area and Balancing Authority Area. Section 3.2 Operation. NSP and GRE will operate the Facilities as specified in the Operating Agent column in Exhibit A. *Ten •lit f- Sub- tatie a the T« ..s,.., Tap, t the z�' ux ztsoracxco- vrcxxc��avoc rscarnr-m�xccnoT =Ri.��assv.,..,.. � »l., � ... ..... exeeptien of the 230 W s. nsf '...er- high side .7iseep eet and its ., - ---------------- - - - - -- ----- - - - - -- ---------- -------------------n - ------------------- , a the GRE � .ne --Hutchinson wil . ° ° work with infemi -NSP and GRE when planning any maintenance activity at the of the breake °a by r'Di n the Substation. GREiVx7t may operate the Glencoe Facilities b, material agreement between GRENSP- and Glencoe. Section 3.3 Operational Authority and System Control. Each Control Area Operator an Balancing Authority shall have Operational Authority as defined under Exhibit A, and shall b responsible for the operation, control and monitoring of that portion of the Transmission Syster within their respective Control Area pursuant to the MISO Tariff. Each Party or its agent actin as a Control Area Operator will endeavor or will cause its agent to im 'ze service outages t Hutchinson, Glencoe, and NSP and GRE customers on a rriio - discriminatory basis whil following Good Utility Practice when performing those actin . Each Party will utiliz approved MISO operating guides with respect to operation o : uch Fa ties. NSP and GRE ar parties to the Balancing Authority Agreement; and Hutc ' on and Glen shall cooperate an take action with respect to the Glencoe Facilities or utchinson Fa' s as reasonabl requested by NSP or GRE in accordance with Goo ' tility Practices to fulfi i at(ons unde the Balancing Authority Agreement or the MISO, °a ' ; P Section 3.4 Reserved. Section 3.5 Operating Expenses. maintain records of all expenses assoc arty shall b onsible to account for an grating their Fa` ,'tae's within the Substation. I o e ith applicable Interconnectio I Y ity Co # requirements, Hutchinson an d operate, t their expense, System Protectio coed Facilities and the Interconnection Facilities re ed on NSP's side of the Interconnectio ith the operation of the Substation shall b System ' ' . T si and operation of the Substation and Transmissio Tap shall no ause a sive voltage excursions nor cause the voltage to dro below or ris e. ove th range specified in the planning criteria defined in th terconnectio . Guidelines and consistent with NSP's obligation to meet th e sche a specified by the MISO. The Substation shall not taus ex e e v ge flicker nor introduce excessive distortion to the sinusoids volta ent waves as defined by ANSI Standard C84.11989, in accordant with IE : Standard 519, or any applicable superseding electric industry standar including the Interconnection Guidelines. In the event of a conflict betwee ANSI Standard C84.1 -1989, or any applicable superseding electric industr standard and the Interconnection Guidelines, ANSI Standard C84.1 -1989 or tb applicable superseding electric industry standard, shall control. (b) MISO and NSP Right to Inspect. NSP shall have the right, but shall have n obligation or responsibility to (i) observe Hutchinson's or Glencoe's tests andh inspection of any of System Protection Facilities and other protective equipmen 10 (ii) review the settings of such System Protection Facilities and other protective equipment; and (iii) review Hutchinson's or Glencoe's maintenance records relative to the Substation, and/or System Protection Facilities and other protective equipment. The foregoing rights may be exercised by NSP (whether under MISO direction or its own) from time to time as deemed necessary by NSP upon reasonable notice to Hutchinson or Glencoe. However, the exercise or non exercise by NSP of any of the foregoing rights of observation, review or inspection shall be construed neither as an endorsement or confirmation of any aspect, feature, element, or condition of the Subst.t' n's System Protection Facilities or other protective equipment or the operati reof, nor as a warranty as to the fitness, safety, desirability, or reliability ( ne. (c) Hutchinson /Glencoe Right to Inspect. Hutc son a Nlencoe hall have the right, but shall have no obligation or r on �iliry NSP's tests and/or inspection of any of NSP I roniiection d associated protective equipment; (ii) review the ttings of such e equipment; and (iii) review NSP's maintenan os r tive a cr onpection Facilities and associated protective eq en a he foregoing rights may be exercised by Hutchinson o + ncoe from time to time as deemed necessary by Hutchinson r Glencoe upon r . " "able notice to NSP. However, the exercise or nonexerci utchinson or i coe of any of the foregoing rights of observation, revs ection sha `construed neither as an endorsement or confirmation f an feature, lement, or condition of the NSP Interconnection Faciliti an, a o at t 'protective equipment or the operation o' or as a w arty as to , e fitness, safety, desirability, or reliabili f sam , Section 3.7 Outages, rrup ons, and Disco ction. (a) li utho nd o a 'on. Absent the existence or imminence of an E= e . ` Con 'o , each Party may, after notifying the other Parties in accordan 'th ility Practice, and in cooperation with each other, remove fro rvice i acilities that may impact the other Party's facilities as ecessary to orm aintenance or testing or to install or replace equipment. e Party sch uling a removal of a facility from service shall use Reasonable s to sc We such removal on a date mutually acceptable to all Parties, in acc �. ice Good Utility Practice. (b) Transmission Derates. The Parties shall promptly notify the other Parties of any transmission facility derating and the Control Area operator of such facilities shall post on OASIS and follow the MISO Outage Coordination Process under the MISO Business Practice Manuals as applicable. If the transmission derate is not caused by an outage, then the Control Area operator shall follow and comply with the MISO Rating Change Process, and Hutchinson and Glencoe shall cooperate with NSP and GRE with respect to any such derates on the Glencoe Facilities and Hutchinson Facilities. 11 (c) Outage Restoration. (1) Unplanned Outage. In the event of an unplanned outage of a Party's facility that adversely affects the other Party's f4eilities,- facilities- the Party that owns or controls the facility out of service shall post such outage on OASIS use Reasonable Efforts to promptly restore that facility to service. (2) Planned Outage. In the event of a planned outage of a Party's facility that adversely affects the other Party"s €asilities.facilities• the Party that owns or controls the facility shall post such pla a o, tage on OASIS use Reasonable Efforts to promptly restore thatfa ility to service. (d) Disconnection. (1) Disconnection after Agreement e1 Agreement by its terms, th raw Substation from the Trans s n S disconnection upon which the e: (2) Disconnection after Under Frequency under frequency s& disturbance, to automatically ac i - a load Interconnection Gui ine en Transmission System, utchi on ' fregWH_ relay set poi t for tl (a) S. UpS ermination of this Owner disconnect the in accordance plan for Shed Event. In the event of an ansmission System is designed m as described in the i e ough" capability of the i'oe shall implement an under station as described in the e. Subject to"4 R tprovisions of this Section, if required by to do so, P may invoice transmission loading relief n - tricity if such delivery of electricity adversely to perfo such activities as are necessary to safely and stem or interconnected sub- transmission or distribution a apply to any curtailment, interruption or reduction interruption, or reduction shall continue only for so long as ary under Good Utility Practice; (b) Any su .curtailment, interruption, or reduction shall be made on an equitable, non -di riminatory basis with respect to all generators directly connected to the Transmission System; (c) When the transmission loading relief, curtailment, interruption, or reduction must be made under circumstances which do not allow for advance notice, the Control Area Operator shall notify Hutchinson and Glencoe by telephone as soon as practicable of the reasons for the curtailment, interruption, or reduction, and, if known, its expected duration. Telephone notification shall be followed by written notification as soon as practicable; 12 (d) Except during the existence of an Emergency Condition, when the curtailment, interruption, or reduction can be scheduled, the Control Area Operator shall notify Hutchinson and Glencoe in advance regarding the timing of such scheduling and further notify Generator of the expected duration after receiving notice from MISO; and (e) The Parties shall cooperate and coordinate with each other to the extent necessary in order to restore the Substation, Interconnection Facilities, and the Transmission System to their normal operating state, consistent with system conditions and Good Utility Practice. ,, Section 3.9 Operational Change. In the event any Party l operational changes to its Facilities that reasonably may be e! Facilities, the initiating Party shall provide the other i advance notice of the desired modifications or ope .ti na schedule of work for performing such modificati or ubject to review and written acceptanc(;Ib coord which review and acceptance shall not be untie u Subject to all applicable requirements imposed by Ni MISO, ," the safe and adequate design, operatio nd maintenance o be and remain the sole obligation of the ti g Party. Section 3.10 Reserved. ARTIGUE 4 Section 4.1 Mai en ,_npe of N$Y O &M (a) i'si \,wnithh odifications or ctey other Party's witnety (90) days angure of and the tartional changes ioer Parties, nor delayed. ability and the responsibility for initiating Party's facilities shall and repair the NSP O &M Facilities in Q P sh �`pect the NSP O &M Facilities in accordance with this (c) ement Notification. If any of the Parties identifies a problem Facilities which requires replacement the identifying Party shall NSP and the other Parties. The Party will notify NSP of such telephone and follow up in writing by U.S. mail or e-mail. (d) Equipment Ownership. NSP is the owner of the Transmission Tap as depicted by the ownership line on the interconnect diagram attached hereto in Exhibit B. Section 4.2 Maintenance of Hutchinson O &M Facilities. The Hutchinson O &M Facilities shall be subject to the GRE O &M Agreement. Section 4.3 Maintenance of Glencoe Interconnect Facilities. 13 (a) Routine Maintenance. GRENSR shall maintain and repair the Glencoe Interconnect Facilities, at Glencoe's cost, in accordance with this Agreement. (b) Inspections. Glencoe shall inspect the Glencoe Facilities at intervals determined by Glencoe and acceptable to GRENSF, at Glencoe's cost. (c) Facilities Replacement. Glencoe is responsible for replacement of Glencoe Facilities, as determined by Glencoe. Section 4.4 Telemetry and Metering Communications. Hutchi s . all be responsible for the operating and maintenance costs of the remote terminal u s ( "R Us ") and associated communications circuits that are required for NSP's system o ' s control and monitoring purposes and to incorporate the Substation into the NSP trol a Hutchinson will use RTUs and associated communications circuits that patib e 'th GRE and NSP communications protocols. Hutchinson shall be respone#fo the opera and maintenance costs of the RTUs and associated communications c', uits. GRE, Hutchins0 , NSP agree to share Substation and associated transmission lined 'th eat" other, includin , ymot limited to, real time breaker status, voltage, current, real p re �i�e� power and e , ergy metering data. Section 4.5 Information Reportini O ligations. S'W"'" t to applicable Regulatory Requirements and/or confidentiality azure .each Party sh k with the other Parties regarding the transfer of information w Bch sonably necessary to support the reliability of any other Party's facilities. Section 4.6 Environmen a eases. Eacli arty shall otify the other Parties, first orally and then in writing, a releas any Hazar s Substances, any asbestos or lead abatement activities, or any t e medi n activities re ed to the Substation or any Party's O &M Facilities which may reas b y t✓ • e ted to of ect another Party. The notifying Party shall: (i) provide th as soo rac ided such Party makes a good faith effort to provide the o t ter t wenty-four hours after such Party becomes aware of the oc cu. rre e; and (ii) pr fu t ' t e other Party copies of any publicly available reports filet( . 'any governm autho addressing such events. The Party releasing such Hazardou stance shall esponst le for any required clean up or remediation. Section 4.7 tenance , xpenses. The Parties shall be responsible for all expenses associated with m _dining _ 'eir Facilities at the Substation. Section 4.8 Inspections and Testing. Each Party shall perform routine inspection and testing of their Facilities and Equipment in accordance with this Agreement. Section 4.9 Right to Observe Testing. Each Party shall, at its own expense, have the right to observe the maintenance testing of any of the other Party's Facilities whose performance may reasonably be expected to affect the reliability of the observing Party's Facilities and equipment. Each Party shall notify the other Party in advance of its performance of tests of its Facilities, and the other Party may have a representative attend and be present during such testing. 14 Section 4.10 Observation of Deficiencies. If a Party observes any deficiencies or defects on, or becomes aware of a lack of scheduled maintenance and testing with respect to, the other Party's facilities and equipment that might reasonably be expected to adversely affect the observing Party's facilities and equipment, the observing Party shall provide notice to the other Party that is prompt under the circumstance, and the other Party shall make any corrections required in accordance with Good Utility Practice. Any Party's review, inspection, and approval related to the other Party's facilities and equipment shall be limited to the purpose of assessing the safety, reliability, protection and control of the Transmission System and shall not be construed as confirming or endorsing the design of such facilities nd equipment, or as a warranty of any type, including safety, durability or reliability Vi e . ,Notwithstanding the foregoing, the inspecting Party shall have no liability whatsoever � failure to give a deficiency notice to the other Party and the Party owning the Interconne , io ilities shall remain fully liable for its failure to determine and correct deficiencies. and a in its facilities and equipment. FORCE Mai F Section 5.1 Effect of Force Majeure. No Party s 1 considered in default as to any obligation under this Agreement if pre ected from fulfills a obligation due to an event of Force Majeure. Notwithstanding the for , the occurren a Force Majeure event shall not excuse any Party from any obligati amounts d ereunder. A Party whose performance under this Agreement is hin ed en t of ce Majeure shall make all reasonable efforts to perform its obligations uder tai e� t. Section 5.2 Notifica *W._'"`l ' re is a Fore Majeure 4event affecting a Party's ability to perform its obligation der this Bement, the y shall forthwith (and in any event no later than five (5) busini'ss a after first becomes re that an occurrence constitutes a Force Majeure event) notify the '' i . ' iting� the reasons why it believes the occurrence constitutes a o jeure iden g ' nature of the event, its expected duration, and the parts s i ation ' ected by the event, and furnish to the other Parties verbal report ith respect to Force a e event at such intervals as the other Parties may reas a equest during ontimi a of the Force Majeure event. Section 5.3 a oval. T - Parties shall be excused from performing their respective obligations un e, s Agree nt and shall not be liable in damages or otherwise if and to the extent that they ar ble to so perform or are prevented from performing by a Force Majeure, provided that: (i) the non - performing Party, as promptly as practicable after the Party reasonably determines that a Force Majeure event has occurred and such Force Majeure event will adversely impact the Party's ability to perform its obligations hereunder, gives the other Parties written notice describing the particulars of the occurrence; (ii) the suspension of performance is of no greater scope and of no longer duration than is reasonably required by the Force Majeure; and 1 15 (iii) the non - performing Party uses all Reasonable Efforts to remedy its inability to perform. ARTICLE 6 LIABILITY, INDEMNIFICATION AND INSURANCE Section 6.1 Insurance, Indemnity And Liability. (a) Indemnity. Each Party ( "Indemnifying Party ") agrees to defend, indemnify, and hold harmless the other Parties ( "Indemnified Pa "'..` as the case may be, against any and all claims, liability, losses, damages dgments costs or expenses, including reasonable attorney's fees ( "Claims ") ' extent such Claims were caused by or resulted from the willful miscon- t or a 'gent acts or omissions of the Indemnifying Party, its employees o gents arisi n > u of or related to this Agreement. A Party shall promptly noti , e ther Parties he case may be, of the assertion of any Claim against su h Party which is poten i , indemnifiable by the other Party. The Parties sh ' "ue the fhdemnifying Pa pportunity to defend such a Claim. The claiming ¢ ''' ies shallot settle such laim without the approval of the Indemnifying Party, approval shall not be unreasonably denied. (b) Limitation on Damages. anding anythl o the contrary contained in this Agreement, the Parties aiv s again a other (and against each other's parent company, affili es, dire )•icgrs, contractors, subcontractors, employees d ents) for is anyequen incidental, indirect, special, or exempla , a ag � (including, t not limited to, loss of actual or anticipated profits venues product; los by reason of shutdown or non - operation; increase ense ;operation; co rreplacement power; interest charges; cost of capital; or ' ai cnstome, o which service is made), and regardless of e an y s laima'1s 76f breach of contract or warranty, tort, product is i 1de ontribustrict liability r any other legal theory. The above h ons s ' . of trued as a limitation on death, bodily injury or third party ' S. (c) sk V��Ch Party shall have the full risk of loss for its own equipment and Party shall require all contractors, subcontractors, engineers, and equi' liers or manufacturers to maintain adequate insurance. Said insurbe with carriers and shall be in policy amounts determined appre Party, and shall cover workers' compensation, public liability, contractors' liability, and such other hazards as shall be deemed necessary by such Party. Each Party shall require that all liability insurance policies name the other Parties as additional insureds. (d) No Personal Liability. In no event shall any commissioner, public official, member, partner, shareholder, owner, officer, director, employee, or affiliate of a Party be personally liable to the other Parties for any payments, obligations, or 16 performance under this Agreement, or any breach or failure to perform any of their Party's respective obligations under this Agreement. (e) Insurance. At a minimum, each Party shall, at its own expense, maintain in force throughout the term of this Agreement, the following minimum insurance coverages, with insurers authorized to do business or an approved surplus line carrier in Minnesota: (1) Employers' Liability and Workers' Con statutory benefits in accordance with Minnesota. The minimum limits for the shall be one million dollars ($1,000,00., accident, one million dollars ($1,000,01)) disease, and one million dollars ($ 0 ,0 disease. ' (2) Commercial General Liar t Insui operations, personal injury, b fo blanket contractual liability c contractual inde ification) produc coverage for exp collapse and contractors covera i ge for p available and puniti da o the cross liability endorse ent, , th ($1 00 0) per occur one rml c in � ale limit fo ersonal iniu (3) and Glencoe. Insurance providing and regulations of Liability insurance lent bodily injury by )yee bodily injury by imit bodily injury by ice including a —ses and � Tperty dama�, -, broad form (including coverage for the completed operations coverage, t ound hazards, independent V ' Ito the extent normally xt normally available and a On limits of one million dollars dollars ($1,000,000) aggregate bodily injury, including death omobileIiability Insurance for coverage of owned {ed ehicles, trailers or semi - trailers designed for roads, with a minimum, combined single limit of one U 900,000) per occurrence for bodily injury, including damage. Liability Insurance over and above the Employers' Liability ieneral Liability and Comprehensive Automobile Liability erage, with a minimum combined single limit of one million )0,000) per occurrence /one million dollars ($1,000,000) he highest limit allowed by statute in the case of Hutchinson (5) The Commercial General Liability Insurance, Comprehensive Automobile Insurance and Excess Public Liability Insurance policies shall name the other Parties as an additional insured for the negligent acts of the insuring Party under this Agreement to the extent available. All policies shall contain provisions whereby the insurers waive all rights of subrogation in accordance with the provisions of this Agreement against the other Parties 17 and endeavor to provide thirty (30) days written notice, prior to the anniversary date, of cancellation or any material change in coverage or condition. (6) The Commercial General Liability Insurance, Comprehensive Automobile Liability Insurance and Excess Public Liability Insurance policies shall contain provisions that specify that the policies are primary and shall apply to such extent without consideration for other policies separately carried and shall state that each insured is provided coverage as though a separate policy had been issued to each, exce , usurer's liability shall not be increased beyond the amount for ch the insurer would have been liable had only one insured been d. Each Party shall be responsible for its respective deductible, or rete ns. (7) The Commercial General Liabil' - insurance, Comp sive Automobile Liability Insurance and Exc s Public Liability In a policies, if written on a claims first ma Noftaill s, shad be maintained ll�force and effect for two (2) years not this Agr4, ment, which coverage may be in the form ' rage or extended reporting period coverage if agree4 by the Parties. (8) The requirements i " herein as types and limits of all insurance to be main 'ne a artier ar of intended to and shall not in any manner, limit o quali , t e 'h i t}es and obligations assumed by the Parties; under this Agreement. (9) requ ", each Part shall provide certification of all insurance ,,%o, ed in is Agreement, tuted by each insurer or by an authorized withst g the foregoing, each Party may self-insure to that extent it ins a e ..-in, ance program; provided that, such Party's senior sec debt nhanced by third party support) is rated at investment grade, better y Standard & Poor's or Moody's. For any period of time that a 's senior secured debt (not enhanced by third party support) is unrate y Standard & Poor's and Moody's or is rated at less than ve ent grade by Standard & Poor's and Moody's, such Party shall y with the insurance requirements applicable to it under this Article. n the event that a Party is permitted to self - insure pursuant to this Article, it shall not be required to comply with the insurance requirements applicable to it under the applicable Sections to the extent it self - insures such losses and occurrences. (11) The Parties agree to report to each other in writing as soon as practical all accident or occurrences resulting in injuries to any person, including death, and any property damage arising out of this Agreement or associated with the Substation. 18 ARTICLE 7 TERM AND TERMINATION Section 7.1 Term. The Agreement shall become effective on Weber- _, 201206, and remain in effect year to year thereafter until terminated by at least ninety (90) days written notice, subject to any jurisdictional acceptance for filing required from FERC. Section 7.2 Default and Termination. (a) Events of Default. A Default occurs if any Party 'ils;,to fulfill its material obligations under this Agreement and such failure ontinues for thirty (30) days after receipt of written notice thereof from the o y. A Party shall not be in Default of this Agreement provided, however,, a na f the failure is such that it cannot with due diligence be cured wit ' sald thirty day period, and the breaching Party shall have diligently pos c ted the cure uch failure within said thirty (30) days and thereafter d' igently prosecutes such c ntil the failure is remedied, the time for cure sh, e extended by such pen dime as is reasonably necessary to cure such brea fore efault occurs. (b) Termination. Notwithstand the occurrence of any Vd` Agreement (i) upon six (�, appealable order regarding associated with this Agree sixty (60) a ' written i at their'! notice if following ci (6) months' any other pr ''on in this Agreement and without It NSP at its a option may terminate this ith�' written note UC issues a final non- pr e, the O &M this t�ement and 6 that treatmen the costs and/or revenues s e illy adverse to NSP, or (ii) on tC ' es an order terminating NSP's hereunder. Notwithstanding any other the occurrence of any default, the Parties Agreement on sixty (60) days' written ,ority directs or makes such termination tio1 , This Agreement may only be terminated in the ..e y(1) upon mutual agreement of the Parties, (2) upon six k m any Party to NSP that it desires to terminate this a written determination by an arbitrator in accordance with is in Default of this Agreement and such Default has not d herein. (d) Paymennipon Termination. In the event of any termination of this Agreement, NSP shall be entitled to receive payment for all work and services performed hereunder to the effective date of termination, in addition to all other remedies available at law and in equity. (e) Continuity of Operation. Prior to the effectiveness of termination for any reason, any Party shall be responsible for putting in place a plan and any contractual arrangements acceptable to the other Parties as necessary to properly operate and maintain the Substation and Interconnection Facilities in compliance with 19 Applicable Law and Regulations. No party shall contract with a third party (subject to the Parties prior written consent, not to be unreasonably withheld) to provide any such operations and maintenance services relating to the Substation or the Glencoe or Hutchinson Facilities or the NSP Interconnection Facilities. ARTICLE 8 ARBITRATION Section 8.1 Disputes. Any contested Default or dispute between th Parties arising out of or relating to this Agreement shall be referred to the Senior Represses of the Parties for resolution on an informal basis as promptly as practicable and pri o referral for arbitration. In the event the Senior Representatives are unable to resolve the ithin a reasonable period of time, not to exceed thirty (30) days or such other period s the Q 'es may agree upon in writing or via e-mail, such dispute may be submitted itration ' ,accordance with the arbitration procedures set forth below. Section 8.2 Initial Referral. If the Parties a able to "resolve a dispufl Tovided in Sections 6. 1, any Party may request binding arbitration , prov ,herein. Section 8.3 Binding Arbitration. Any arbitration shall a onducted before a single neutral arbitrator appointed by the Parties unde a Commercial i ation Rules of the American Arbitration Association ( "AAA "). If the 1 to agree up single arbitrator within ten (10) days of the referral of the dispute to a bitr AAA sh designate an arbitrator. In either case, the arbitrator shall be lmowledg ble i e t atter of the dispute, and shall not have any current or past tantial busin s r fmancia ationships with any Party to the arbitration (except prior i ). The itrator slid provide provide each of the Parties an opportunity to be he Viand, ex as otherwis provided herein, shall generally conduct the arbitration in accordan e ;ith Co ercial Rules ofthe AAA. Section 8.4 it ation I I -lion. rWar "erwise agreed, the arbitrator shall render a decision (lun day ' appointment and shall notify the Parties in writing of such decisio ' nd the reason fore. e d cision of the arbitrator shall be final and binding upon the P i and judgmen the a 'A ay be entered in any court having jurisdiction. The decision a arbitrator s be appealed solely on the grounds that the conduct of the arbitrator, or ecision its violated the standards set forth in the AAA Commercial Rules. Section 8.5 Arb' tion sts. Each Party shall be responsible for its own legal, expert and other costs incurred resolving any dispute under this Article, and the arbitration fees and expenses of the arbitra r or arbitrator tribunal and any applicable dispute resolution organization shall be shared equally by the Parties to the arbitration. Section 8.6 FERC Dispute Resolution. Nothing herein shall preclude any Party from requesting FERC's Dispute resolution service to provide its services prior to requesting arbitration as provided above. 20 ARTICLE 9 STANDARDS OF CONDUCT AND CONFIDENTIALITY Section 9.1 FERC Standards of Conduct. All information supplied by a Party to another Party shall be subject to FERC's standards of conduct for transmission providers and shall not be disclosed by the receiving Party in violation of such standards as set forth in Part 358 of FERC's rules and regulations. Section 9.2 Confidentiality. Any information not available to the ublic and supplied under this Agreement and marked or otherwise designated by the Party d' Hosing the information as Confidential Information. Section 9.3 Nondisclosure. No Party shall disclose any G, ffiden `' ion of the other Party obtained pursuant to or in connection with the perfo ante of tlu Bement to any third party without the express written consent of the other , except that Na y may produce Confidential Information in response to a subpoe a' discovery request o *er ompu lsory process issued by a judicial body or Govermp Autho ' or as requir flaw upon reasonable notice to the Party whose Confidential ati ti }is and the, hing of an �., applicable written legal opinion if the information is req o be produced by Hutchinson as a public body and instrumentatility of the sState of Minnesota. ,, Section 9.4 Standard of Care. All P i 11 use at lea same standard of care to protect Confidential Information it receives it o _rotect its Confidential Information from unauthorized disclosure, publication or , sserru;It o,�i�q.4.i , ' Section 9.5 Use of C $fin a Informatio Any Party may use Confidential Information solely to fulfill its ob a ions to e' ther Party o arties under this Agreement or its Regulatory Requirements, or iri" roceedi . under Articl r 10.5, subject either to a confidentiality agreement with all partic s g if app able, arbitrator(s)) or to a protective order. Notwithstandi a�the absen a e order or waiver, a Party may disclose such Confiden 'S: o ' whic, i the opinion of its counsel, the Party is legally compelled to disclos . n the event a rec .i Party is legally requested or required (by oral questions, intern g Ties, requests forma r documents, subpoena, civil investigative demand or similar p " s or; in the o on of s counsel, by federal or state securities or other statutes, regulations o s) to disclo jany Confidential Information, the receiving Party shall promptly notify the dis Party such request or requirement prior to disclosure, so that the disclosing Party eek n appropriate protective order and/or waive compliance with the terms of this Agree m shall request confidential treatment of any such disclosure. Section 9.6 Damages. The Parties agree that monetary damages by themselves may be inadequate to compensate a Party for the other Party's breach of its obligations under this Section. Each Party accordingly agrees that the other Parties are entitled to equitable relief, by way of injunction or otherwise, if it breaches or threatens to breach its obligations under this Article. Section 9.7 Rights to Confidential Information. All Confidential Information, unless specified otherwise in writing by the disclosing Party, shall remain the exclusive property of the 21 disclosing Party, including any and all reproductions of any of the Confidential Information, and shall be returned at the request of the disclosing Party. Section 9.8 Notification. Each recipient Party shall provide notice to the disclosing Party of any demands to disclose or provide any Confidential Information by a Governmental Authority, tribunal or third party prior to disclosing or furnishing the Confidential Information so as to afford the disclosing Party an opportunity to seek injunctive relief or protection from the demand to disclose or to seek confidential treatment upon disclosure. Section 9.9 Survival. The confidentiality provisions of this Artic sh "alt continue and survive for a period of six (6) years after the termination of this Agreement.,., ARTICLE 10 p MISCELLANE0% Section 10.1 Governing Law. This Agreement s l "be governed by, con , and enforced in accordance with the laws of the State of Mi ota, without regard to con . ibtsobf interest principles. � kh, ,w ,A Section 10.2 Counterparts. This Agreement may be ez Aced in any number of counterparts, each of which shall constitute but one Aithe same documenT , Section 10.3 Assignment. This Agreemlt slid; successors and assigns, on and after the e e t i v e Agreement, whether in who e. r in part, shall 'e ae the written consent of th ies, which s alp] Party may assign this eemen affiliated e� or transfer of substa all of i electric transn consent of the other P pr that such conditions herao d shall a ea l. 'rations i t,,j,binding up� the respective Parties, their I- of. one of the provisions of this 3igned1Party to any third party without not be2nasonably withheld. However, any :ity or in the event of a merger, reorganization fission property to another entity, without the ccessor shall be bound by all terms and f the assignor. rciary. No provision of this Agreement shall in any way %inluding the public at large) so as to constitute any such It is Agreement or of any one or more of the terms hereof, action in any person not a party hereto. 1ority. This Agreement is subject to all valid laws, order, rules, duly constituted authorities having jurisdiction over the subject and MPUC and any successor agencies. Section 10.6 Notice. Any notice required under this Agreement shall be mailed or delivered by facsimile with telephone confirmation to the representatives designated on Exhibit E. Section 10.7 Representations. Hutchinson, Glencoe and NSP each represent that they have all necessary authority and have met all federal, state, and municipal requirements necessary to enter into this Agreement. 22 Section 10.8 Complete Agreement. This Agreement, including Exhibits, constitutes the sole and entire agreement between the Parties hereto and supersedes any previous written or oral agreements. No other terms or conditions shall be binding upon Hutchinson, Glencoe or NSP unless accepted by them in writing. No modification or amendment of this Agreement shall be valid unless reduced to writing signed by all Parties. Section 10.9 Municipal Authority. Hutchinson and Glencoe also represent and warrant that all necessary Governmental Authority has approved the execution, performance and delivery of this Agreement, and that Hutchinson and Glencoe represent and arrant that they have conducted all necessary due diligence and that this Agreement is s ' 4or the subject matter hereof with respect to the Substation and the Hutchinson and Glene, Facilities. Section 10.10 Intentionally left blank.ReseFved Section 10.11 Update Exhibits. The Exhibits are}n Agreement. The Parties shall endeavor to update t'e however, no Exhibit shall be amended wit, e Representatives of the Parties. Section 10.12 Audit Rights. Upon reasonable advance Party shall allow a requesting Party acce such accour the requirements of this Agreement are g rigs' isfied Agreement.° }�e in an or,in a part of this Exhibits as require�'lc d appropriate; unanimous approva " e Senior n Me, a requesting Party, any other stins as are needed to verify that aned in accordance with this Section 10.13 Reporting. n request by a��fy any JParty shall cooperate in making available to informati be reasona ly require for compliance with reporting requirements of duly " nstitute thorities ha&g jurisdiction over the subject matter herein, including the MP k C, C, ApplicabWIC cessor , eliability Council, Balancing Authority, Control Area Operator or 0 y€, spective organizations thereto. INN', e RA V is Agr`e`ement is entered into as of the day and year first and is a ed in riginal copies, one of which is to be delivered to NSP, the CITY OF HUTCHINSON, MINNESOTA, AND HUTCHINSON UTILITIES COMMISSION, a Minnesota Municipal Corporation By: Its: 23 CITY OF GLENCOE, MINNESOTA, AND THE GLENCOE LIGHT AND POWER COMMISSION, a Minnesota Municipal Corporation By: Its: COMPANY Name: Teres= . Mo eg nsenDeugk Title: Vice PrA %96yices t, Transmission blu,,, Xcel Ener Inc. �uthorizec gent for,Nbrthem States Power &mpa y, a 898ta corporation and wholly oked subsidia of Xcel Energy Inc., on behalf of its Transmission Function 24 y w d z z of o kn N o O O �I y (7y LAP ° aoi eC v N 06 a x z x C7 x kn N o O �I y (7y LAP ° aoi aU+ C VI O O Cd h tn Q C C C0 a cn 1M�1 Zi = Z O O T IF+y W y C9 Y z AN 1tv w a � RS 1 U - . ._� O O E Q O c� d O CO F,' O N O o d a •' Q•— N , ° vx'dC7 cd •Ci o U w o GG •� x ayye �e o 0 0 o F V dl .0 Q Q� N EA �+ Q 00 0 N O �� R✓ �--� U \ P% V N y C UU 0 N E 0.� y.0 v 0 C lu tnkn Obb C O 0.'a" A �N°b N M � kn N y O O O O W c a-t u� a U y Ir eet q (si ce O � O Ci 0 N U N U N W a U O O O 'N to ,~ N tg Y RD�t it gg on Q 0 0 0 0 0 fie N N N 'xi c7 .7; C7 c7 C7 C7 .r w °O M °° M ' 3 0 N a 0 ° o NUtn kn x _ �Ur /� V'1 00 O - N a EXHIBIT B Interconnection Diagram 27 EXHIBIT C Applicable Regional Reliability Council, Control Areas and Balancing Authorities Regional Reliability Council — Midwest Reliability Organization Control Area — NSP Con Bale Bale 28 EXHIBIT D Substation As Built Drawings Hutchinson Drawing No. Date Certifying Professional Engineer and Firm 29 EXHIBIT E Designated Representatives Coordinating Representatives: For Hutchinson: Systems Controller Hutchinson System Operations Center General Manager 225 Michigan Street SE Hutchinson, MN 55350 -1940 T: (320) 587 -4746 F: (320) 587 -4721 For Glencoe: Attention: Manager 305 11th Street East Glencoe, MN 55336 Senior Representatives for purposes Section 8.1. For Hutchinson: Systems Controller Hutchinson System ' General Mar.ager 225 Michigan Street SE Hutchinson ' 4` = 0 -1 T: (320 -4746 F: (32®- 87 -4721 For Glenc5 . Attention: 305 11th Street Glencoe, MN 5 30 For NSP: Mark C. Moeller Transmission Business Relations Xcel Energy 250 Marque tt laza Suite 800 , (6 Section 9.8 �y�ispute Resolution Under Mark C. Moeller Transmission Business Relations Feel Energy 250 Marquette Plaza Suite 800 Minneapolis, MN (612) 330 -6773 EXHIBIT F Switching and Tagging Rules 31 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued: 10 101184 Revised. 9101191 Subject: EQUIPMENT CONTROL - SAFETY TAGS (All Business Units except the Gas Utility or unless more stringent standards apply) 1.0 Purpose: To establish a program for the control of equipment tq Thainntain personnel and equipment safety by avoiding unauthorized and inadvertent operation of equipment. A , k". 2.0 Background: NSP presently does not have a uniform `' 1icy covering control A equipment to maintain personnel and equipment ety by avoiding un sized and inadvertent operation of equipment. It i ''` orta� o have a uni m policy as employees are, from time to time, either to }k'o arily or permanently reassigned work locations in which case different policiesSlead to confusion, frustration and injury. The uniform poi 'ay enables them oid misunderstanding or misapplying an unfamiliar proc eat a new or gtmork location. Also, a uniform system enables employee tr ihi g: and s�ograms to function more effectively. Federal and St te0S14° requires a9 CFR 1926.951(d) that "all switches and disconnecter re plain aaaed indicatina that men are at work ". The National Elec local S ,je(,yrpode at 442E describes Tagging as follows: Ruipment or crr s tha o be treated as de- energized shall have suitable ag-us- attached to I oints . here such equipment or circuits can be energized. Co d that are t e de- activated during the course of work on energized or de -ene ed equip , ent or circuits also shall be tagged. The tags shall be placed o entify lainly the equipment or circuits on which work is being The NSP Safety Manual briefly describes safety tags at PART I, 12 -5 and 12 -6. Also at PART III, Section 4, Safety Tags (34 -5), and Hold Cards (34 -6), Request for Outage (34 -3), Dispatching (34 -4) describe Electrical Transmission and Distribution clearance methods. PART IV describes the need for hold tags in Power Plant Operations. CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 32 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued: 10 101184 Revised. 9101191 3.0 Action: NSP's Equipment Control Program shall be used at all power plants, substations, on all transmission and distribution lines, all other equipment within the NSP electrical system, and all other operating areas excluding the Gas Utility. This Equipment Control Program is excepted only where more stringent requirements apply. The Equipment Control Program consists of two parts as follows: A. An overall policy which outlines the necessar, . tems�for discussion and application in Region /Plant/Department proce e. B. Individual Business Unit procedures which address a overall policy with requirements specific to the operation$phe entity fo �ich it is written. Part A (overall policy) includes the following 11. Definitions: WORK AREA: The physical territory over which work extends. CLEARANCE: Authorization by the proper authority that a specified line or piece of equipment is de- energized, drained, purged, depressurized or whatever is necessary to make equipment safe to work on or in, and that the control of the line or equipment is being turned over to the person in charge. CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar2O -2.doc Safety Policy and Regulation System 33 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised., 9101191 SAFETY TAGS: Tags which are attached to equipment to prevent its operation. They are of four types: A. Hold Card: (See Attachment #1 for Facsimile) A card attached to a switch, a device serving as a switch, or to a valve when it is required that the switch or valve be maintained in a specified position to safeguard human life. A switch or valy referred to as being "Held Open" or "Held Closed" when it is in that ppsitionnand a Hold Card is lar attached. An example would be when it is necessary to open and hold a switch while working on an electric motor. B. Secure Card: (See Attachment #2 fo csimile) A card attached to a switch, a d "ce serving as a switc o a valve to protect equipment, to prevent ice interruption, but vier where protection of people is involved. A ch erred to as being "Secured Open" or "Secured Closed" when it is t position and a Secure Card is attached. An example ould be when it rs ecessary to open and secure a switch when a bypass r is being use C. Unsafe Card: (See Attach ` ent 3 '` . acsimile. A card use e'quipmen�oc�ls or de ices to inform personnel that the equipmen'f for use. `tj D. Info to. Tags: sed eci icnns r"cions in particular circumstances. These are o n. z ation and are not to be used to safeguard life or property. Some pies '�e: green "Grounded" tags, black "Manual" tags, "Future Jo nder ristruction" tags, "Caution Vehicle Under Limited Duty" tags. i SUPER t ; , OR (peon in charge): A qualified employee who has been authorize d d�eslgnated to be locally in charge of Company work. (A person who is in ch a work or other employees, regardless of his /her usual title.) AUTHORIZED PERSON: A person approved or assigned by the employer to perform specific duties or to be at a specific location at the job site. This authorized person includes but is not limited to such job classifications as shift supervisor or watch engineer, lineman, substation electrician, trouble foreman, system operator, region or area dispatcher, region or area construction manager or superintendent, etc. CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 34 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised: 9101191 COMPETENT PERSON: A person who through training and experience, is capable of safely performing the work assigned. QUALIFIED PERSON: A person who is familiar with the construction or operation of the lines, switch or equipment with which he /she works and who is fully aware of the hazards involved. A person who has successfully demonstrated his /her ability and is recognized by management as qualified to perform the duties to which he /she has been assigned. CARD PROTECTOR: Plastic, 5" x 9 1/2" - NSP any Stock #18 -1352 is available for Hold, Secure or Unsafe tags providi e ' r protection where the tags will be exposed for any length of time. It is urable, ar plastic and has a weather - sealed hole which can accept an N ,P %pja11Ilock has ring, wire or rope to tie it on. ZERO STATE: A condition in which 41115' k- not This could be electricity from a capacitor, water line, spring tension as in a breaker, et safe to work on until all ources of pet -np There may be times when oth ns must be n this zero state, such as groun �n ctrical E drains between two isolating vale .s. The to and Hold Carded accordin gly. f� 2. Wii` ystem has be - dissipated. water from a earn or feed isolated piece of equipment is qnergy have been released. ° tained in order to continue 0. Ip ent or the use of open be considered in any isolation Region /PI'int/Deparfinent shall be responsible for tion to meet.the intent of Part A of this SPAR. R k q. s on , ibility of each plant, region, or department annua { ervals. F the supervisor, authorized person, competent following items shall be reviewed: uthorized person shall be: 2�0,,1 ghly acquainted with the requirement of an isolation or ': "oration procedure before the isolation or restoration process arts, i.e., which components need to be isolated or restored and the reasons for isolating or restoring, such as the safety considerations, component damage or process change, etc., and covers items discussed in Sections III through XIII. Assuring that the qualified person understands the outage requirements and competent person understands the switching requirements and not proceed until such understanding exists. CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 35 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised. 9101191 3. Repeating all telephone and radio messages involving switching orders, or other important information from any source and recording time and date. 4. Verifying the correct Safety Tag is used and that a Safety Tag is attached for each person requesting same or that multiple requests are properly logged for attachment of a single Safety Tag. 5. Maintaining the Hold and Secure Card R 10&S14. 6. Giving final clearance on holding s ring of equipment and releasing same. 7. Ensuring that a competent i dividual has indepe , ntly verified the isolation and restoration o quipmegt when requir 8. Shall be responsible for issue g. nd re a "acing tempora releases. B. Qualified Persons shall.be responsible fa 4 1. Being alert to po n 1. I , azards to emp es in addition to those identified on the w re e 1 r work ore. 4,, 2. Rep i g all telepho a nd ra io messages involving switching Rep instruction and performance of othu UR! rifyin Nha ipme' tit is in correct configuration prior to tagging If instored energy within the confines of the tagged eq - en reduced to a zero state. t Filling t, installing, and removing safety tags. 1%69alifie C. .£ r competent person in charge of the actual work shall be 1. 4Requesting Hold or Secure tags be applied. 2. Assuring that the requirements of this SPAR governing equipment control have been properly implemented to ensure safe working conditions. 3. Reporting completion of work and releasing equipment back to Operations. CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 36 I 18964334 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued: 10 101184 Revised. 9101191 IV. Hold Cards, Secure Cards A. Hold Card description: Hold Cards shall be in two sizes: 4" x 7 -1/2" (Form No. 17 -5048) and 2 -5/8" x 4 -3/4" (Form No. 17- 5050). These sizes are for the convenience of the user. The larger card should be used at outside locations where greater visibility is desired. Use the size most suited for a given situation. It should be kept in mind that the use oAthhe' "'e� size Hold Card on insi de equipment may be desirable dulimitations or where introduction of foreign objects may result uits. The color of the card in red on white. The Hold Card as hment #1 shall be the only card used as a Hold Ca,d%iip the NSP ac , tem. No other configuration shall be used. B. Secure Card description: SecLV rds sh be in two size's 4" x 7 -1/2" (Form No. 17 -5052) and 2 -5/8" x 4- ' F rm o. 17- 5055)4 These sizes are for the convenience of the user. a larger Secure Card should be used for outside locatid s where high visi i is especially desirable. Use the size most suited fo v n situation. ould be kept in mind that the use of the smaller and on c - ro equipment does not preclude the necessity of tachin ' arger ecure Card directly to the switch, valve or other contro edl, vice. eicolor of the card is orange on white. T Card ass wn in Attachment #2 shall be the only card used a Secu Card in the SP system. No other configuration shall be use C. Hold Cards �.. NOT ERE r. NO MORE IMPORTANT SAFETY DEVICE THAN A PROPER ILL fl T AND ATTACHED "HOLD" CARD. IT MUST BE UNDERST D AN ESPECTED FOR WHAT IT REPRESENTS - A LIFE -SAVI : PRO EDURE. IT SHALL BE USED ONLY FOR THE POSE I ° ENDED. Hol and r a shall include the following concerns: 1. ethod of installation 2. When to use 3. Limitation of use 4. Limitation of device movement with Hold Card attached 5. Limitation on re -use 6. Limitation on persons working under a Hold Card. (Use of a single Hold Card covering multiple work orders shall be permitted with CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 37 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised., 9101191 approval of the person doing the actual work and only when approved administrative control of the Hold Card is in effect.) 7. Instructions on filling out the Hold Card. 8. Authorizing person D. Secure Card use: Secure Card use shall include the following concerns: 1. Method of installation 2. When to use ` 3. Limitation of use 4. Limitation of device movement with cure' rd attached 5. Limitation of re -use. 6. Instruction in filling out the Sec,,(,E rd 7. Authorizing person f' V. Hold and Secure Card Installation a Removal3for Equipment so ation. JIV A. The following items shall be consid re` in the procedure of Hold and Secure Card installatio 1. Card installed for p r p�fi °� o'ng thNwo,jiMmediate supervisor. 2. Isolation under prop.' au No i P P 3. Verification that sys em c n roperly isolated and that any sto e' a gy within t'h confines 'he tagged out equipment has been re d to a zero tate. 4., ntificati .of qualified o competent persons to install cards. 5. 1 atio at cards hav4�een properly installed. 6. Ene : s . a o :, O afeg a again ldental re- energizing ,dO 8. jrQRer phone, radio or verbal communication and V3.' icaticr s of isolation s on holding a system ct loading and card positioning on locks r Information Card attachment to switch -board remote vices. rd limitation on switchboard remote control device nt. B. The following items shall be considered in the procedure of Hold and Secure Card removal: 1. Only the person for whom a Hold or Secure Card was installed shall release it or, in unusual circumstances, the immediate or peer supervisor. CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 38 I1896433v8 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised. 9101191 1 a. If an immediate or peer supervisor must approve the removal of a Hold or Secure card, consideration shall be given to notification of the person for whom the card was originally installed. This notification shall be given prior to the original person doing any work on his /her return to active duty. 2. Removal of cards ordered by supervisor or authorized person. 3. Ascertaining that equipment is clear and red'd, for re- energizing by competent or qualified person., 4. Removal of cards performed by qualifie r competent person. 5. Methods to assure all cards are accoun ed or in removal and no additional cards removed. 6. Steps in removing of card andr #fete gizing. 7. Maintenance of clear area while energizing= or personnel protection. 8. Completion of card by comp ent or q�. &q�ifed person. 9. Depositing of cards with superva or ; r au horized person. VI. Temporary Release When a system requires to 1AIM h a ily repositi, r"e for testing, cleaning, flushing or other purposes, the fo wing�i� i e shall be considered: A. A temporp(y" ,glgase requees l iled wifthe supervisors or authorized VII. B. Clearan'b r repo` itioning obtapWa from all signers of the Hold Card in uestion. :' t �aU -B -1 and 1a. above.) C.e The dual , orized to remove the Hold Card in question after 66 removin a Holt; reports to the supervisor or authorized person who: Notes Pat on the log, and; 2 Maint s the released Hold Card with the log, and; 3. oes and initials upon removal of the temporary release condition. The following items shall be considered in maintaining records of Hold or Secure Cards: A. A record either on a log, work order or dispatcher log of: 1. Card number if used CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar2o_2.doc Safety Policy and Regulation System 39 1896439-,g NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10101184 Revised. 9101191 2. Name and title of person for whom card is attached 3. Name or initials of supervisor or authorized person ordering installation of the card. 4. Request for outage or work number if applicable. 5. Name or initials of supervisor or authorized person who orders removal of the card. 6. Maintenance of this record at a designated location. 7. Records shall be kept one year after complgipp of work. VIII. Unsafe Cards IX. A. Description: Unsafe Cards are in one si; 5054). Unsafe Cards are printed it cardboard. The word UNSAF4spo nal front side, together with questand The reverse side shall have N in 'DO NOT REMOVE THIS TAG U " "NSP" in blue. The Unsafe Card as s only Unsafe Card used' n the NSP sys be used. B. Use, installation and remo p I: Un 6K information: �.£�4 1. ,a' achmehl' 2. e oval 3. o use w,. � e carded Card for y: 4'(Form No. 17- on Ni wh '' eather- resisting I n large w' "e letters on the as for infor "ation "required. ie white letters rWthe words THORIZED" in black and in Attachment #3 shall be the No other configuration shall all include the following cards hav een pfoduced by several different departments or sections. a Jude suc,Items as green "Grounded" tags, "Caution Vehicle Under 'Y° tags..f Continuation. ''these tags is permitted with instructions in using them added in writing by the" G.O. Safety Department prior to use and the approval shall be made part of Interpretations section of this SPAR. X. Variances A. Temporary. A temporary variance to this SPAR may be granted by written instructions from the Department Manager or his designee. This temporary variance shall be effective for a 30 -day period. An example of CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 40 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised. 9101191 this may be when a new plant is coming in line and current procedures would be impossible to comply. B. Permanent. A temporary variance may be made permanent if the written instruction is submitted to the Safety Advisory Committee by the General Manager or designee through the Industrial Hygiene and Safety Department. The variance request shall be reviewed and acted on at the next regularly scheduled meeting of the Safety Ad (sory Committee. XI. Interpretation Interpretation of this SPAR shall be provided as ecess on approval of the Safety Advisory Committee and shall be ma ear of this S XII. Discipline, The NSP Positive Discipline and Crisis S sp si sAA rgcedures sha be in effect for violations of this SPAR. XIII. Business Unit Application All Business Units shall be requi �d, o roce I re or installation into PART B of this SPAR by 1/1/91. The pry' edu s 1, ak Into consideration the items mentioned under A. Additio. Atems t T A may be included when found necessac a)amize effectiveness. This SPAR "`' ' ue" ham been favoFE b y reviewed by the SPAR Advisory Committee. The ent, ers are a follows: J. # zo ha = , r, Ma ' r, Quali y Assurance Berg, Sae dmi t for -Power Supply Pilla, Safe inistr o - Electric Utility J. urphy, Ele c c Mairlenance -CSC Annex D. nny, Safet dministrator - Wisconsin Company M. D. er, Site fety Administrator - Prairie Island J. J. Pine • Sr, S, ety Consultant - Corporate Safety J. R. Thill, A istrator- Industrial Hygiene &Safety Signed Signed James R. Thill Ann M. Hoffman Administrator Manager Industrial Hygiene Occupational Health and Safety and Safety CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 41 I18964348 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued: 10 101184 Revised: 9101191 ATTACHMENT #1 See SPAR Manual Hard Copy For Graphic Representation of Danger Hold Cards. Cards are available from Maple Grove or your local stores area. Part # Description 14 -8000 Generation, Fan Folded For Printer 14 -8007 Generation, Fan Folded�ll' rite On 17 -5048 Generation, Large W &4 17 -5050 Generation, Small to On 14 -8003 Electric, Small- tlo0 ° 14 -8008 Electric, Large'ttdoor CARDS ARE RED }IUD BLACK O HOLD Request No. Card No. Switch -Valve Hold Open Hold Closed Station or Location Hold Card On For Time Date By Operator By Order Of Verified By Time Date ------------------------------ ------------------------------ Hold Card Off For Time Date By Operator By Order Of Form # ■ A N G E R NSP NOT REMOVE THIS TAG UNLESS AUTHORIZED BACK FRONT CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 42 I 18964334 NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised., 9101191 ATTACHMENT #2 See SPAR Manual Hard Copy For Graphic Representation of Caution Secure Cards. Cards are available from Maple Grove or your local stores area. Part # Description 14 -8001 Generation, Fan Folded For Printer 14 -8009 Generation, Fan Folded to On 17 -5052 Generation, Large Wr' a On e, 17 -5055 Generation, Small W .i a On 14 -8006 Electric, Small-O f Electric, Large Ota door CARDS ARE ORANGEID BLACK O SECURE Req. No. Card No. Switch -Valve Secure Open Secure Closed Station or Location Secure Card On For _ Time Date By Operator By Order Of Remarks Secure Card Off For _ Time Date By Operator By Order Of Remarks Form # O C A U T O N NSP DO NOT REMOVE THIS TA UNLESS AUTHORIZED BACK FRONT CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar20_2.doc Safety Policy and Regulation System 43 I �g NSP SPAR Issue #20.2 Equipment Control — Safety Tags Issued. 10 101184 Revised. 9101191 ATTACHMENT #3 See SPAR Manual Hard Copy For Graphic Representation of Notice Unsafe Cards. Cards are available from Maple Grove or your local stores area. Part # Description 14 -8005 Electric, Large Outdoor 17 -5054 General All Purpose, Wr'te On CARDS ARE LIGHT BLUE s 0 UNSAFE Equipment Station Location Unsafe Condition ----------------------------- Unsafe Card On Time Date By By Order Of Unsafe Card Off Time Date By By Order Of Form # BACK 0 N O T I C E NSP DO NOT REMOVE THIS TA UNLESS AUTHORIZED FRONT CAUTION: Any hard copy reproductions of this policy should be verified against the on -line system for current revisions. spar2O -2.doc Safety Policy and Regulation System 44 EXHIBIT G Substation Site Description ]HUC to supply] 45 N�N 0 LL Z O W Z 0 0 U W J M O w r d' N O 0 0 Z c 0 w N d Q' Z _O CCO) C O V O CO) to W M J ui u �CO xi�r- Z z Z ti n O Q F5 c (� N 0-107 CA z=ZNN = M M V � V N o Se - =au. Q r CO U = z � W O r C O O a t- r- r` O. 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O LO N M ti W Y N 0 CD OU)aN C) N�y 3m�.. X �av('1 LL m .Q CL U) � O O O O O M E O w co ai CL U a3 W m V o O .L a O c 0 Lo 0 M r � O 0 O a� M 0 M 7 N O LO O N L7 z co W O W J � W U � UO WW N C j0 ++ J Q 'C (� Z J WO 0 0-0 F3 >- W r °ate IL U XOU N w� SOU LL 00 cc z °o oz< il cc - M CD o (D LU moo O 4t El- 2 M O Cl) O co — co co O M N N Cl) U) N rn `as X _ Ry U y �U — w 0. O U) U) F- M 0 r O 1\ O N N M N d 0 N }1 aS f6 O O � O N S- 0 N O z V a--) t W CD � m (D m 0 0 o cr ) n CL w ief sonproperty.pai Legal: Lot 4, Block 1, First Addition to Hutchinson Industrial District Size: 1.946 acres (84,803 sf) Zoning: 1-1, Light Industrial Utilities: 12" water & 10" sanitary sewer; gas & electric readily available. Contact: Nelson Properties Attn: Eric or Steve 740 Bowman Street Stewart, MN 55385 Ph. (320) 5622413 ttttp: t/ nuteninsoneaa .coavwp- contenttuploaas /zu i z /u.)/nelsonproNr., M . 1 025 5th Avenue SE Hutchinson, MN 55350 Notes: Lot is about 160' wide and 530' deep. [ Of 1 3/5/13 11:45 AN