08-28-2013 HUCMMINUTES
Regular Meeting — Hutchinson Utilities Commission
Wednesday, August 28, 2013
Call to order — 3:00 p.m.
President Bordson called the meeting to order. Members present: President Bordson,
Vice President Leon Johnson; Secretary Monty Morrow; Commissioner Craig Lenz;
Commissioner Anthony Hanson; General Manager Michael Kumm; Attorney Marc
Sebora.
Guests: City Administrator Jeremy Carter; Mark Girard.
1. Approve Minutes of July 31, 2013 Regular Meeting
The minutes of the July 31, 2013 regular meeting were reviewed. After discussion,
a motion was made by Commissioner Hanson, seconded by Secretary Morrow to
approve the July 31, 2013 regular meeting minutes. Motion was unanimously
carried.
2. Recognition to Leon Johnson for Years of Service
On behalf of the Hutchinson Utilities Commission, President Bordson and GM
Kumm presented Leon Johnson with a meter lamp in appreciation for his years of
service to the Commission.
3. Ratify Payment of Bills for July 2013
The July 2013 payables were discussed. A motion was made by Commissioner
Lenz, seconded by Vice President Johnson to ratify the payment of bills in the
amount of $2,930,079.33 (detailed listing in payables book). Motion was
unanimously carried.
4. Approve Financial Statements /Budget Year to Date
Jared Martig presented the July 2013 financial statements /budget year -to -date.
After discussion, a motion was made by Commissioner Lenz, seconded by
Commissioner Hanson to approve the financial statements /budget year -to -date.
Motion was unanimously carried.
5. Approve Changes to Policies and Requirements Booklet
GM Kumm presented changes to the policies and requirements booklet, sections:
• Deposit Requirement — Residential
• Deposit Requirement — Commercial /Industrial
• Terminating Electric /Natural Gas Service by Customer
(Above Three Sections Tabled at the July 31, 2013 Regular Commission
Meeting)
• Disconnection of Residential Services by HUC
• Disconnection of Commercial Services by HUC
• Cold Weather Rule
No changes recommended for sections: deposit requirement — residential; and
Cold Weather Rule.
1
Jan Sifferath explained changes made to the deposit requirement -
commercial /industrial were due to losing revenue. Changes made to section:
terminating electric /natural gas service by customer were for clarification.
Changes recommended to sections: disconnection of residential and disconnection
of commercial services by HUC were made for clarification and consistency along
with adding a paragraph stating, "In the event that the customer pays after the
deadline given on the disconnect letter, and the payment is processed before
physical disconnection, a $40 Removal from Disconnect List Fee will be applied to
their account." This allows HUC to cancel physical disconnection, however as the
customer still paid late, the $40 fee will be charged for the administration of the
disconnect list.
A motion was made by Vice President Johnson, seconded by Commissioner Lenz
to approve the changes to the policies and requirements booklet. Motion was
unanimously carried. (Changes attached.)
6. Approve Changes to Exempt and Non - Exempt Handbooks
Jan Sifferath presented changes to the exempt and non - exempt handbooks,
sections:
• Absolve Community Advertising
• Petty Cash
Staff requested section: community advertising be rescinded, as it has never been
followed and it is against Minnesota State Statute.
No recommended changes to section: petty cash.
A motion was made by Secretary Morrow, seconded by Commissioner Hanson to
approve the changes to the exempt and non - exempt handbooks. Motion was
unanimously carried. (Changes attached.)
7. Approve PILOT Resolution
President Bordson presented HUC Resolution #1010 Redefining the Annual
Contribution to the City of Hutchinson in Lieu of Taxes between the Hutchinson
Utilities Commission and the City of Hutchinson. After discussion, a motion was
made by Commissioner Lenz, seconded by Commissioner Hanson to approve
HUC Resolution #1010 Redefining the Annual Contribution to the City of
Hutchinson in Lieu of Taxes between the Hutchinson Utilities Commission and the
City of Hutchinson. Motion was unanimously carried. (Resolution #1010 attached.)
8. Approve Professional Services Agreement with Dave Berg Consulting
Commissioner Hanson presented the Professional Services Agreement and Task
Order #1 with Dave Berg Consulting. Commissioner Hanson explained he and
Secretary Morrow were assigned last month to the 3M Generation subcommittee,
and they have recommended Dave Berg Consulting as an outside resource to
provide consulting services to assist in the identification and development of
2
potential strategies within the industrial rate class to Hutchinson Utilities
Commission.
A motion was made by Vice President Johnson, seconded by Commissioner Lenz
to approve the professional services agreement and task order #1 with Dave Berg
Consulting. Motion was unanimously carried. (Agreement and Task Order #1
attached.)
9. Approve Requisition #5526 for Wartsila Emission Control
Randy Blake presented requisition #5526 for Wartsila emission control in the
amount of $49,725.25 for Wartsila. After discussion, a motion was made by
Commissioner Hanson, seconded by Secretary Morrow to approve requisition
#5526 for Wartsila emission control. Motion unanimously approved. (Requisition
attached.)
10. Discussion on Purchasing Strategies for Unit 6 (Attorney Sebora)
(Tabled at the July 31, 2013 Regular Commission Meeting)
This agenda item was tabled last month due to Attorney Sebora's absence.
Attorney Sebora explained HUC may consider two options to make the purchasing
of future generation sets more cost effective by being exempt from the bidding
process: 1) through a joint action agency; or 2) if there is a guaranty of an energy
savings payback, paying for the unit over a period not longer than 20 years. After
discussion, the Board requested GM Kumm and Attorney Sebora to research
these options further. This agenda item was tabled until next regular commission
meeting.
11. Discuss Charter for HUC Commissioner Position as it Relates to Living
Outside City Limits for One Position
President Bordson requested the Board's consideration of one commissioner
position being filled by someone living outside city limits but inside HUC service
territory, in case it may be difficult in the future to find someone who directly lives
within city limits to serve on the Board. After discussion, the Board requested
Attorney Sebora communicate this suggestion to the Charter Committee. Attorney
Sebora will report back to the Board.
12. Committee Discussion
Nothing to report.
13. Communication from the City Administrator
City Administrator Carter reported:
• Jefferson Street project to be complete this fall.
• Various City and school parking lots have been paved and
restriped.
• South Grade Road bridge project is approximately three to
behind schedule.
• Depot project — building is re- attached to foundation.
• Preliminary levy meeting September 10.
• Pool and recreation facility workshop on September 24.
• City going through software conversion now through November.
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are being
four weeks
• City will be evaluating Hutchinson airport operations.
Division Reports
Natural Gas — John Webster
• Natural gas division is working on Jefferson Street Southeast relocating gas
distribution main.
• Thank you to Jared Martig, Roberta Yates and Jason Sturges on doing a great
job in supplying materials for City of Brownton project on time.
• Brownton's natural gas system is functioning; waiting for electricity to be
installed.
Electric — Randy Blake
• Fence has been installed at plant 1.1
• Stacks for units 3 and 4 are installed.
• Contractor was onsite to work on auxiliary boiler at plant 2.
Business — Jan Sifferath
• Testing continues on Infinity.Link with an internal "go -live" date of September 3.
Will do additional advertising in September.
• HUC has collected over $10,000 with the assistance of Revenue Recapture.
Finance — Jared Martig
• Spoke with Dave Berg regarding the professional services agreement.
• Received letter for a sales tax audit.
14. Legal Update
Nothing to report.
Unfinished Business
• Discuss Separate Business Unit for Wholesale Business
Nothing to report
• Discuss Pre -Pay for Natural Gas
Nothing to report
• PILOT Committee Recommendation
Approved resolution #1010 in agenda item #7.
New Business
None
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There being no further business, a motion was made by Commissioner Lenz, seconded
by Vice President Johnson to adjourn the meeting at 4:23 p.m. Motion was unanimously
carried.
Monty Morrow, Secretary
ATTEST: ----
i t Bordson, President
5
Deposit Requirement — Commercial /Industrial
Commercial /Industrial Customers: An application for service shall be filled out prior to
receiving service. The application shall be accompanied with identification, preferably
photo identification, and their Federal Tax ID number. In addition, a deposit is required
for all Commercial /Industrial customers, prior to the utilities being placed in their name.
An internal credit check is performed for all customers moving into HUC service
territory. If the results of the credit check indicate the customer owes HUC due to
previously provided services, then the outstanding balance shall be paid plus a deposit,
prior to the customer receiving service.
Existing Commercial /Industrial Customers Moving Within Service Territory: A deposit
will be waived if the Commercial /Industrial customer has a 24 -month payment history
with HUC indicating the Commercial /Industrial customer has not been disconnected or
issued any dishonored checks.
A deposit for existing Commercial /Industrial customers moving within HUC service
territory will be required prior, to customer having utilities placed in their name, for the
following reasons:
1. If the customer has been disconnected or issued any dishonored checks
in the previous 24 months.
2. Subsequent credit information indicates the initial application for service
was falsified.
If a deposit is required of a customer, and;
1. If customer has no deposit with HUC, the customer will pay the deposit
amount for the customer's new address.
2. If customer already has a deposit with HUC and this deposit amount is
greater than the new deposit required for customer's new address, HUC
will transfer the deposit from the customer's previous address to the
customer's new address. The balance of the deposit at the customer's
previous address will be applied to the customer's final bill for the
customer's previous address.
3. If customer already has a deposit with HUC and this deposit amount is
less than the new deposit required for customer's new address, HUC will
transfer the deposit from the customer's previous address to the
customer's new address. The customer will pay the balance of the deposit
amount for the customer's new address, prior to the utilities being placed
in their name.
If a deposit is required of a customer, and the customer would like a written explanation
as to why they need to make a deposit, then one will be provided.
Amount of Deposit: The deposit shall be equal to ene and one-half tirners the average
FAGRthly usage ba6ed on the two highest bills for the past twelve months
rounded to the nearest dollar. Average 16 defined a6 the average menthly Gustemerrs
u6age based oR HUG rates of the previouS 12 rnenth6,
The deposit may also be made by posting a performance bond. The performance bond
will not earn any interest. The performance bond will be terminated after 24 consecutive
months of timely payments.
In the event of a new building with no billing history, then similar construction will be
used to establish the average monthly usage.
Refusal or Disconnection of Service: Commercial /Industrial service may be refused or
disconnected for failure to pay a deposit request.
Interest. Interest earned on deposits is applied to the account as a credit on a calendar
year basis.
When Commercial /Industrial customer moves out of our services, the account is finaled
out with interest applied to the account as credit, and the deposit amount is applied to
the final bill. If this results in a credit balance, a check is issued to the customer for that
credit amount.
The rate of interest is determined by the Minnesota Department of Commerce and HUC
obtains that information annually.
Refund: HUC shall refund the deposit of a Commercial /Industrial customer after 24
consecutive months of on -time payments (no late payment fees).
If a customer is late in making payment, then the deposit will be retained, until such time
as the customer makes 24 consecutive monthly on -time payments (no late payment
fees).
Method of Refund: Any deposit or portion thereof refunded to a Commercial /Industrial
customer shall be refunded by check.
Refund at Termination of Service: On termination of Commercial /Industrial service, and
if the customer has a deposit with HUC, HUC shall credit the deposit, with accrued
interest, to the customer's final bill and return the balance within 30 days of issuing the
final bill.
Terminating Electric /Natural Gas Service by Customer
When the utility service is shut off due to a customer's request, the electric meter will be
removed and the gas meter will be turned off and locked. The electric meter socket and
gas meter valve will have a blue seal placed on them.
At the time a customer requests the service be turned on, HUC personnel will install the
electric meter and unlock the natural gas meter valve.
It is the customer's responsibility to turn on the natural gas meter valve and to light the
pilot lights on all natural gas appliances, where appropriate. In the event the customer is
unable to perform these tasks, it is the customer's responsibility to contact a plumbing
or heating contractor to complete this work.
Upon the request of a customer, utility services may be temporarily terminated and
billing suspended for a specified period of time due to illness, vacation, and /or seasonal
use. Temporary terminations are charged to the customer at the rate of $40 to
disconnect and $40 to reconnect.
A. Termination for Renters
Electric and natural gas meters will be read and the final bill calculated when a
renter informs HUC they no longer wish to retain HUC services.
B. Termination for Residential /Commercial Owners
Electric and natural gas will be shut off when the property owner requests HUC
to disconnect services. For continuous service, the new owner must call HUC 24
to -48at a minimum of 24 hours in advance of the requested disconnect date, and
make the necessary arrangements to have the electric /natural gas services
transferred into their name. This eliminates terminating services at that address.
C. Termination for Electrical Work
If a homeowner needs an electric meter disconnected to do any electrical work,
HUC will disconnect/reconnect the meter at no charge to the customer. Once the
work is completed, HUC will need a copy of the State Board of Electricity
Certificate of Inspection before HUC will reconnect the electric meter.
Disconnection of Residential Services by HUC
1. Residential utility service shall be disconnected for any of the following reasons:
• Failure to pay by the deadline on a delinquent account or failure to comply with
the terms of the budget payment plan.
• Failure to contact HUC to gain protection from disconnection under the Cold
Weather Rule.
• Failure to maintain the payment agreement established under the Cold Weather
Rule.
• Failure to comply with deposit requirement.
• Failure to pay for merchandise or charges for non - utility service billed by HUC.
• Payment of bill with a dishonored check.
• Failure to provide authorized utility personnel access to utility equipment.
• HUC shall disconnect residential utility service, without notice, where service has
been reconnected without HUC's authorization.
• HUC shall disconnect residential utility service, without notice, where it has
reasonable evidence that utility service is being obtained by potentially unsafe
devices or potentially unsafe methods that stop or interfere with the proper
metering of the utility service.
• HUC may disconnect residential utility service, without notice, where a
dangerous condition exists for as long as the condition exists.
• At the request of the property owner, as long as it's currently in owner's name.
• At the request of the realtor /bank, as long as it's currently in their name.
• If an account owner or property owner does not notify us, within three (3)
business days following disconnection of service for non - payment, the bill will be
finaled and the account will be closed.
2. HUC must have a Landlord Agreement on file acknowledging that landlord /owner will
be responsible for all utility charges after the read -out date requested by a tenant.
Failure of the landlord /owner to execute this form will lead to a shut off of services on
the read -out date requested from tenant.
3. For all items mentioned in number 1 and 2 above, a disconnect/reconnect fee shall
be applied. The disconnect/reconnect fee is as follows:
• A $40 trip charge to disconnect.
• A $40 trip charge to reconnect, payment shall be made with cash, money order
or credit card during regular business hours.
• After hours reconnection will follow the After Hours Reconnection Policy.
4. In the event that the customer pays after the deadline given on the disconnect letter,
and the payment is processed before physical disconnection a $40 Removal from
Disconnect List Fee will be applied to their account
45. If a realtor /bank requests to have service reconnected for one day in order to
perform an inspection, a $40 trip charge to reconnect and a $40 disconnect charge
will be applied.
56. In the event of unauthorized use of, or tampering with the equipment of HUC, a
tampering charge of $100 will be assessed to the customer's account. The
appropriate law enforcement agency will be notified. HUC reserves the right to
charge the customer for the cost of repairs to the equipment of HUC.
67.A dishonored check will be assessed a $30 processing fee.
:�8. A dishonored check that was written to avoid disconnection, or to get reconnected,
will be assessed a $30 processing fee; plus:
• A $40 trip charge to deliver a door hanger, giving customer 24 hours to make
check good with cash, money order or credit card.
59.HUC is not required to furnish residential service under conditions requiring
operation in parallel with generating equipment connected to the customer's system
if such operation is hazardous or may interfere with its own operations or service to
other customers or operation as a condition or rendering service under such
circumstances. For additional information, see RUC's Parallel Generation Policy.
FAILURE TO RESPOND TO THE DISCONNECT NOTICE SET FORTH ON THE BILL
OR FAILURE TO PAY FOR SERVICES RENDERED BY HUC MAY RESULT IN THE
DISCONNECTION OF SERVICES TO THE PROPERTY WITHOUT ANY ADDITIONAL
NOTICE TO THE CUSTOMER. IT IS THE CUSTOMER'S RESPONSIBILITY TO PAY
FOR SERVICES RENDERED AND TO ADVISE HUC OF ANY CHANGE IN
ADDRESS. NEITHER HUC NOR THE CITY OF HUTCHINSON, NOR ANY OF THE
AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CITY OF HUTCHINSON
OR HUC, WILL BE RESPONSIBLE FOR ANY DAMAGES OR CLAIMS INCURRED AS
A RESULT OF THE DISCONNECTION OF SERVICES.
Residential utility service may not be disconnected or refused for any of the following
reasons:
• Delinquency in payment for services by a previous occupant of the premises to
be served.
• Failure to pay for a different rate classification of utility service.
• Failure to pay the account of another customer as guarantor thereof.
• Failure to pay charges arising from any underbilling occurring more than 2 years
prior to the current billing and due to any misapplication of rates or faulty
metering.
• If a customer is on the Budget Payment Plan and has a credit balance on
account.
Disconnection of Commercial Services by HUC
1. Commercial utility service shall be disconnected for any of the following reasons:
• Failure to pay by the deadline on a delinquent account.
• Failure to comply with deposit requirement.
• Failure to pay for merchandise or charges for non - utility service billed by HUC.
• Payment of bill with a dishonored check.
• Failure to provide authorized HUC personnel access to utility equipment.
• HUC shall disconnect commercial utility service, without notice, where service
has been reconnected without HUC's authorization.
• HUC shall disconnect commercial utility service, without notice, where it has
reasonable evidence that utility service is being obtained by potentially unsafe
devices or potentially unsafe methods that stop or interfere with the proper
metering of the utility service.
• HUC may disconnect commercial utility service, without notice, where a
dangerous condition exists for as long as the condition exists.
• At the request of the property owner, as long as it's currently in owner's name.
• At the request of the realtor /bank, as long as it's currently in their name.
2. HUC must have a Landlord Agreement on file acknowledging that landlord /owner
will be responsible for all utility charges after the read -out date requested by a
tenant. Failure of the landlord /owner to execute this form will lead to a shut off of
services on the read -out date requested from tenant.
3. For all items mentioned in number 1 and 2 above, a disconnect /reconnect fee shall
be applied. The disconnect /reconnect fee is as follows:
• A $40 trip charge to disconnect.
• A $40 trip charge to reconnect, payment shall be made with cash, money order
or credit card during regular business hours.
• After hours reconnection will follow the After Hours Reconnection Policy.
4. In the event that the customer pays after the deadline given on the disconnect letter,
and the payment is processed before physical disconnection a $40 Removal from
Disconnect List Fee will be applied to their account
45. If a realtor /bank requests to have service reconnected for one day in order to
perform an inspection, a $40 trip charge to reconnect and a $40 disconnect charge
will be applied.
6§. In the event of unauthorized use of, or tampering with the equipment of HUC, a
tampering charge of $100 will be assessed to the customer's account. The
appropriate law enforcement agency will be notified. HUC reserves the right to
charge the customer for the cost of repairs to the equipment of HUC.
67.A dishonored check will be assessed a $30 processing fee; plus:
• A $40 trip charge to deliver a door hanger, giving customer 24 hours to make
check good with cash, money order or credit card.
78. HUC is not required to furnish commercial service under conditions requiring
operation in parallel with generating equipment connected to the customer's system
if such operation is hazardous or may interfere with its own operations or service to
other customers or operation as a condition or rendering service under such
circumstances. For additional information, see HUC's Parallel Generation Policy.
FAILURE TO RESPOND TO THE DISCONNECT NOTICE SET FORTH ON THE BILL
OR FAILURE TO PAY FOR SERVICES RENDERED BY HUC MAY RESULT IN THE
DISCONNECTION OF SERVICES TO THE PROPERTY WITHOUT ANY ADDITIONAL
NOTICE TO THE CUSTOMER. IT IS THE CUSTOMER'S RESPONSIBILITY TO PAY
FOR SERVICES RENDERED AND TO ADVISE HUC OF ANY CHANGE IN
ADDRESS. NEITHER HUC NOR THE CITY OF HUTCHINSON, NOR ANY OF THE
AGENTS, EMPLOYEES OR REPRESENTATIVES OF THE CITY OF HUTCHINSON
OR HUC, WILL BE RESPONSIBLE FOR ANY DAMAGES OR CLAIMS INCURRED AS
A RESULT OF THE DISCONNECTION OF SERVICES.
Commercial utility service may not be disconnected or refused for any of the following
reasons:
• Delinquency in payment for services by a previous occupant of the premises to
be served.
• Failure to pay for a different rate classification of utility service.
• Failure to pay the account of another customer as guarantor thereof.
• Failure to pay charges arising from any underbilling occurring more than 2 years
prior to the current billing and due to any misapplication of rates or faulty
metering.
EXEMPT
COMMUNITY ADVERTISING
Hutchinson Utilities Commission will contribute up to $50, for Community Event advertising, which will
promote energy conservation programs. Contributions will be available until the $300 annual fund is
depleted. Contributions may be solicited once a year per organization. The software format requested
must be compatible with the Utilities in -house software.
I REQUEST THAT WE RESCIND THIS POLICY AS IT HAS NEVER BEEN FOLLOWED AND IT IS
AGAINST MINNESOTA STATE STATUTE.
NON - EXEMPT
COMMUNITY ADVERTISING
Hutchinson Utilities Commission will contribute up to $50, for Community Event advertising, which will
promote energy conservation programs. Contributions will be available until the $300 annual fund is
depleted. Contributions may be solicited once a year per organization. The software format requested
must be compatible with the Utilities in -house software.
I REQUEST THAT WE RESCIND THIS POLICY AS IT HAS NEVER BEEN FOLLOWED AND IT IS
AGAINST MINNESOTA STATE STATUTE.
Adopted August 28, 2013
RESOLUTION NO. 1010
A RESOLUTION REDEFINING THE ANNUAL CONTRIBUTION TO THE CITY OF
HUTCHINSON IN LIEU OF TAXES BETWEEN THE HUTCHINSON UTILITIES
COMMISSION AND THE CITY OF HUTCHINSON.
WHEREAS, the Hutchinson City Charter and Hutchinson Utilities Commission By-
laws contain provisions for the transfer of surplus Utilities funds to the City in lieu of higher
community property taxes; and,
WHEREAS, heretofore the amount transferred previously was an amount equal to
2.75% of the total operating revenue of the Hutchinson Utilities Commission as determined
by the second preceding years' financial audit as adopted by the Hutchinson Utilities
Commission; and,
WHEREAS, in addition to the 2.75% of total operating revenue, other related
ancillary reimbursements were made to the City of Hutchinson by the Utilities Commission
for items which included: street light power, personnel and operating costs and services
provided by the City of Hutchinson; and,
WHEREAS, the Hutchinson Utilities Commission and City of Hutchinson wish to
redefine the scope of the Utilities Commission annual contribution, with the understanding
that as circumstances change in relationship to the parties' operations, capital investments
and financial position that continued open lines of communication and the ability to review
the annual contribution will remain. In addition, depending on the financial position of
Hutchinson Utilities an increase in the contribution to the City of Hutchinson will be
considered in the future if financially feasible.
NOW THEREFORE BE IT RESOLVED BY THE HUTCHINSON UTILTIIES
COMMISSION AND THE CITY OF HUTCHINSON:
THAT the contribution to the City of Hutchinson shall be equal to no less than an
amount equal to $1,900,000, which will encompass all the ancillary reimbursements. In
addition, the tree program will continue to be funded outside the scope of the annual
contribution, and if, future increases in profits are realized through other businesses activities
the ability to discuss those areas will be a part of the annual review.
ATTEST:
wi Bord on, President Monty Morr ,Secretary
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is dated August
28, 2103, by and between Dave Berg Consulting, LLC ( "Consultant "), with offices
at 15213 Danbury Ave W, Rosemount, MN 55068 and Hutchinson Utilities
Commission ( "Client "), with offices at 225 Michigan St SE, Hutchinson, MN 55350.
NOW, THEREFORE, in consideration of the promises herein and for other good and
valuable consideration, the parties agree as follows:
1. Services: All services to be furnished by Consultant under this Agreement will be
authorized through individual Task Orders in substantially the form included as
Exhibit A to this Agreement. Each Task Order will outline the scope of services,
fee for services and schedule pertaining to the Consulting Services as specifically
authorized by Client.
2. Independent Contractor: Consultant is an independent contractor and is not an
employee of the Client. Services performed by Consultant under this Agreement
are solely for the benefit of Client unless specified otherwise. Nothing contained
in this Agreement creates any duties on the part of Consultant toward any person
not a party to this Agreement.
3. Standard of Care: Consultant will perform services under this Agreement with
the degree of skill and diligence normally practiced by professional engineers or
consultants performing the same or similar services. No other warranty or
guarantee, expressed or implied, is made with respect to the services furnished
under this Agreement and all implied warranties are disclaimed.
4. Changes /Amendments: This Agreement may not be changed except by written
amendment signed by both parties. The estimate of the level of effort, schedule and
payment required to complete the Scope of Services, as Consultant understands it,
will be reflected in each individual Task Order. Services not expressly set forth in
this Agreement or in a Task Order are excluded. Consultant shall promptly notify
the Client if changes to the Scope of Services affect the schedule, level of effort or
payment to Consultant and the schedule and payment shall be equitably adjusted.
If Consultant is delayed in performing its services due to an event beyond its
control, including but not limited to fire, flood, earthquake, explosion, strike,
transportation or equipment delays, or act of God, then the schedule or payment
under the Agreement shall be equitably adjusted, if necessary, to compensate
Consultant for any additional costs due to the delay.
5. Payment: Invoices are due and payable upon receipt. Client shall pay Consultant
within 35 days of date of invoices. If Client disputes any portion of an invoice, the
undisputed portion will be paid and Consultant will be notified in writing within 10
days of the invoice of the exceptions taken. Additional charges for interest shall
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PROFESSIONAL SERVICES AGREEMENT
become due and payable at a rate of 11/2 percent per month (or the maximum
percentage allowed by law, whichever is lower) on the unpaid amounts. Any
interest charges due from the Client on past due invoices are outside any maximum
billing amounts established for this Agreement and shall not be included in
calculating the maximum. If the Client fails to pay invoiced amounts within 60
days after delivery of invoice, Consultant, at its sole discretion, may suspend
services hereunder or may initiate collections proceedings, including mandatory
binding arbitration, without incurring any liability or waiving any right established
hereunder or by law.
6. Insurance: During the performance of the Services under this Agreement,
Consultant shall maintain the following insurance coverage. Upon request,
Consultant will provide insurance certificates to the Client:
Workers' Compensation
Employer's Liability
Professional Liability
Commercial General Liability
Comprehensive General Automobile
(Hired and non -owned automobiles)
Not Applicable
Not Applicable
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 per occurrence
$2,000,000 aggregate
$1,000,000 per occurrence
7. Indemnity: Following operation of applicable rights of contribution and to the
extent permitted by law, Consultant agrees to indemnify, defend and hold harmless
Client and its directors, officers and employees from and against any and all loss,
damage, claim or liability (including without limitation, reasonable attorneys' fees)
incurred by Client to the extent arising out of Consultant's negligent acts, errors or
omissions, including claims by any third party or claims made by employees of
Consultant. Consultant explicitly and expressly waives any right it has to immunity
under applicable industrial insurance laws with respect to any action against Client
and agrees to assume liability for actions brought by its own employees against
Client as provided above.
Following operation of applicable rights of contribution and to the extent permitted
by law, Client agrees to indemnify, defend and hold harmless Consultant and its
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PROFESSIONAL SERVICES AGREEMENT
directors, officers, employees and subconsultants from and against any and all loss,
damage, claim or liability (including, without limitation, reasonable attorney's
fees) incurred by Consultant to the extent arising out of Client's negligent acts,
errors or omissions, including claims by any third party or claims made by
employees of Client. Client explicitly and expressly waives any right it has to
immunity under applicable industrial insurance laws with respect to any action
against Consultant and agrees to assume liability for actions brought by its own
employees against Consultant as provided above.
8. Limitation of Liability: No employee or contractor of Consultant shall have
individual liability to Client. To the extent permitted by law, the total liability of
Consultant to Client for any and all claims arising out of this Agreement, whether
caused by negligence, errors, omissions, strict liability, breach of contract or
contribution, or indemnity claims based on third party claims, shall not exceed the
specified insurance limits.
9. Consequential Damages: In no event and under no circumstances shall
Consultant be liable to Client for any interest, loss of anticipated revenues,
earnings, profits, increased expense of operations, loss by reason of shutdown or
non - operation due to late completion, or for any consequential, indirect or special
damages.
10. Termination: Either party may terminate this Agreement upon thirty (30) days
written notice to the other party. Client shall pay Consultant for all services
rendered to the date of termination plus reasonable expenses for winding down the
services. If either party defaults in its obligations under this Agreement (including
Client's obligation to make payments hereunder), the non - defaulting party may
suspend performance under this Agreement, after giving seven (7) days written
notice of its intention to suspend performance under this Agreement and if cure of
the default is not commenced and diligently continued.
11. Reuse of Work Products: All documents, analyses and other data prepared by
Consultant under this Agreement ( "Work Products ") are instruments of service and
are and shall remain the property of Consultant. Client shall have the right to make
and retain copies and use all Work Products; provided, however, the use shall be
limited to the intended use for which the services and Work Products are provided
under this Agreement. Consultant may, at its sole discretion, copyright any of the
Work Products; provided that copyrighting will not restrict Client's right to
retain or make copies of the Work Products for its information, reference and
use on the project or services under this Agreement.
The Work Products shall not be changed or used for purposes other than those set
forth in this Agreement without the prior written approval of Consultant. If Client
3
PROFESSIONAL SERVICES AGREEMENT
releases the Work Products to a third party without Consultant's prior written
consent, or changes or uses the Work Products other than as intended hereunder,
Client does so at its sole risk and discretion and Consultant shall not be liable for
any claims or damages resulting from or connected with the release or any third
party's use of the Work Products.
12.Information Provided by Client: Client shall provide to Consultant in a timely
manner any information Consultant indicates is needed to perform the services
hereunder. Consultant may rely on the accuracy of information provided by Client
and its representatives.
13. Confidentiality: With respect to this Agreement, Consultant shall be considered
to be Client's representative for purposes of receipt of information under any
confidentiality agreements between Client and third parties concerning issues
within the scope of this Agreement. Client shall provide Consultant with copies of
any such confidentiality agreements. Consultant shall comply with the restrictions
in such confidentiality agreements and, if requested by Client, shall return all
copies of any information deemed to be confidential under such agreements.
14.Opinions of Cost: Consultant does not control the cost of labor, materials,
equipment or services furnished by others, nor does it control pricing factors used
by others to accommodate inflation, competitive bidding or market conditions.
Consultant estimates of contract services costs, operation expenses or construction
costs represent its best judgment as an experienced and qualified professional and
are not a guarantee of cost.
15. Miscellaneous:
(a) This Agreement is binding upon and will inure to the benefit of the Client and
Consultant and their respective successors and assigns. Neither party may
assign its rights or obligations hereunder without the prior written consent of
the other party.
(b) Client expressly agrees that all provisions of the Agreement, including the
clause limiting the liability of Consultant, were mutually negotiated and that but
for the inclusion of the limitation of liability clause in the Agreement,
Consultant's compensation for services would otherwise be greater and /or
Consultant would not have entered into the Agreement.
(c) If any provision of this Agreement is invalid or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the provision declared
invalid or unenforceable shall continue as to other circumstances.
(d) This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Minnesota.
4
PROFESSIONAL SERVICES AGREEMENT
(e) Any notice required or permitted by this Agreement to be given shall be deemed
to have been duly given if in writing and delivered personally or five (5) days
after mailing by first - class, registered, or certified mail, return receipt requested,
postage prepaid and addressed as follows:
Consultant: Dave Berg Consulting, LLC
Attention: David A. Berg, Principal
Address: 15213 Danbury Ave W, Rosemount, MN 55068
Client: Hutchinson Utilities Commission
Attention: Michael Kumm, General Manager
Address: 225 Michigan St SE, Hutchinson, MN 55350
(f) In any action to enforce or interpret this Agreement, the prevailing party shall
be entitled to recover, as part of its judgment, reasonable attorneys' fees and
costs from the other party.
IN WITNESS WHEREOF, the parties have signed this Agreement the date first
written above.
Hutchinson Utilities Commission
Dave Berg Consulting, LLC
By:
Its: Principal 4'
Attachments: Exhibit A Form of Task Order
5
EXHIBIT A — TASK ORDER
This Task Order #_ dated provides that Dave Berg Consulting, LLC
( "Consultant ") will provide Consulting Services for [DESCRIPTION OF WORK] to
( "Client ") under the general terms and conditions outlined in
the Professional Services Agreement between Consultant and Client dated
The scope of services, fee for services, schedule and other provisions for this Task
Order are as follows:
1. Scope of Services: [to be provided]
2. Fee for Services: [to be provided]
3. Schedule: [to be provided]
4. Other: [to be provided]
IN WITNESS WHEREOF, the parties have signed this Task Order the date first
written above.
Client
Dave Berg Consulting, LLC
M
Its: Principal
1
TASK ORDER #1
This Task Order #1 dated August 28, 2013 provides that Dave Berg Consulting, LLC
( "Consultant ") will provide Consulting Services to assist in the identification and
development of potential strategies within the industrial rate class to Hutchinson
Utilities Commission ( "Client ") under the general terms and conditions outlined in
the Professional Services Agreement between Consultant and Client dated August 28,
2013.
The scope of services, fee for services, schedule and other provisions for this Task
Order are as follows:
1. Scope of Services: Services will be provided as requested by authorized Client
representatives. It is anticipated that services will include:
i. Analyze rate options for Client consideration as would be applicable to
Client's industrial customers.
ii. Review rate comparisons and the basis for such comparisons as provided
to Client by third parties.
iii. Determine estimated fiscal impact on Client of various alternatives
available to industrial customers including installation of customer
owned generation for a portion of customer's energy needs.
iv. Prepare a letter summary of analyses performed above.
v. Attend meetings with Client personnel in Hutchinson.
vi. Attend meetings with industrial customer personnel in Hutchinson.
2. Fee for Services: The fee for services under this Task Order #1 will be based on
the actual hours of service provided by Consultant multiplied by an hourly rate of
$225 per hour plus all reasonable expenses directly incurred in the performance of
Task Order #1. The total estimate for the fee for services under this Task Order #1
as summarized in items 1(i) through 1(iv) above is $5500. Any meetings requested
in 1(v) and 1(vi) above are estimated at $2000 per meeting assuming each meeting
requires one complete day for travel and meeting time.
3. Schedule: To be determined
4. Other: Not applicable
1
TASK ORDER #1
IN WITNESS WHEREOF, the parties have signed this Task Order the date first
written above.
Hutchinson Utilities Commission
By:
Its:
Dave Berg Consulting, LLC
By:
Its: Principal 'l
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