04-10-2017 HUCCPMINUTES
Special Meeting — Hutchinson Utilities Commission
Tuesday, April 10, 2017
Call to order — 7:30 a.m.
President Morrow called the meeting to order. Members present: President Monty
Morrow; Vice President Anthony Hanson; Secretary Mark Girard; Commissioner Robert
Wendorff; Commissioner Don Martinez; Attorney Marc Sebora; General Manager
Jeremy Carter.
Others present: Dan Lang, Randy Blake, John Webster, Jared Martig and Kim Koski.
The purpose of the special meeting was to sign the Consultant Agreement between
Timber Canyon Energy Consulting, LLC and Hutchinson Utilities Commission for the
Units 6 and 7 project.
GM Carter explained the general timeline for the project. If the Board decides to move
ahead with the project at the April 26, 2017 regular commission meeting, the capacity,
supplemental, and engineering services agreements will need to be signed. HUC will
then begin the bid process on the units for the first phase. Once the bids on the units
come in, a decision by the Board will need to be made to either continue with the project
or not by selecting an engine manufacturer. Once an engine manufacturer is selected a
second round of bids will then take place for ancillary services. Those bids can be put
together once HUC has the engine specifications from the manufacturer that is awarded
the bid.
After approval of the Consulting Agreement today, the capacity contract buyer(s) will be
disclosed to HUC. As part of HUC's due diligence. HUC will then be able to perform a
background check for credit worthiness as part of a long-term capacity contract . There
is no financial obligation at this point.
After discussion, a motion was made by Vice President Hanson. seconded by Secretary
Girard to approve the Consultant Agreement between Timber Canyon Energy
Consulting, LLC and Hutchinson Utilities Commission. Motion was unanimously carried.
(Consultant Agreement attached.)
There being no further business, a motion was made by Commissioner Wendorff,
seconded by Commissioner Martinez to adjourn the meeting at 8:04 a.m. Motion was
unanimously carried. A"''�'
44Q
Mark Girard, S cretary
ATTEST: L4L
Monty Mo ow, President
CON St I LTANTAC11EE-Nu:NT
i�
THIS "Agreement") is madc and entered into this
/O -day of April 2017 (the "Fi ective Date") by and betm-cen Timber Canyon Energy
Consulting. I.I.C. a Colorado linlitcd liability company xvith a principal place of business at
2145 Beechnut Place. Castle Reck, Colorado 80108 (hereinafter referred to as the "Consultant")
and 1-111tCh111S1111 UtilitiCy Conlnllssion. a N-limicsola N- 4unicipal Company. kith a principal place
Of business at 22S Michigan Street SU. Hutchinson. 'N -TN 55350. (hereinafter referred to as the
"Company").
WHEREAS, the Company wishes to engage the Consultant to provide the services
described herein and Consultant agrees lu provide the services for the compensation and
othem.-ise in accordance with. the terms and conditions contained in this Agreement.
W H Ri AS. the C011SUltant leas arranged an agreement for the Company to sell 20,00()
k\�' of ulonthl. Zonal Resource Credits for it period of 20 )ears plus extensions. The contract
between thy: Company and the Customer is eacpccted to begin 6.112020 - 5.!',)./'-)040 plus an)'
annual cXtensions.
NOW THERT-T01 T:, in consideration cif the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of «-hich are hereby acknowledged, accepted and
aC_reed to. the Company and the Consultant. intending to be legalhv hound, agree to the terms yet
forth
TER19.
Commencing as of the laiective 1)ilte. and continuing for as longs as there is an
agreement between Hutchinson i Itilitics Commission and its C'ustonier that was identified b)'
the Consultant plus any extensions. (the Term''), the Consultant agrees that it will serve as a
Consultant to the Company. '['his Agreement may be renewed or extended li+r any period as
nim, be m2reed in wTitin« by the parties.
2. DUTIES AND SERN-1C E -S.
C'onsultant's duties and responsibilities shall be the following: (1) Sell 20,000 kNV (or
20.0 M\V) of Zonal Resource Credits under a 20 -}`ear sale plus extensions to a
customer(c)identified by the Consultant ('`Customer'') (a) structuring the transaction. (b)
submission of proposals into utility solicitations and (c) negotiation of the sales agreenlent(s)
with counterparties. Consultant will provide the narne(s) of the Customer in Exhibit A.
3. REPRESENTATIONS BY COIiSUI: fANT.
Consultant has no atithoriv to bind the C ompaily and will only \Nark under the
Company direction.
4. FEE_
A ('011SUltil1L Pcc will he paid that is equal tc► the 10tal sum ol'.
a. A (.'0115Ulting I'ee of twenty-five cents per kW-tllontlt
of 20.000 KW Zonal Resmurce Credit. Consultant has calculated at Net
Present Value over 20 years which is equal to $825.110. Thirty-five Percent
('15%) or 5288.788.50 will he paid at the execution of the contract between
Hutchinson Utilities Commission and Customer ('Sales Agreement-). The
remainint 05'M or SS30.321.50 will be paid at financial closing of the
generation proicct which is expected to be completed prior to Ueccmber 3l.
2017 and $27,500 fir each annual extension xvith the Customer. where
527,500 will be paid at the execution (it' the extension of the Sales
,k reel( eat. 'I'he I-11-: should be treated as Confidential Information;
h. Consultant \\ ill he reimbursed R)r all pre -approved travel related expenses.
The Consultant agrees that all Services mill be rendered by the Consultant. that the
C011SUIt.Ult is au independent contractor and that this ALreement clues not create an employer-
employee relationship bet\\een the Consultant and the Company.
5. TERMS OF PAY'NN1E.NT.
All invoices must be submitted with
expenses. Invoices will be paid by Company
invoice. subject to the terms of Section 4 above.
6. CONFIDENTIAL INFORMATION
supporting documentation of the preapproved
within thirty-five (35) days after receipt of an
As a condition to funlishim, any Confidential Information to either Party, the Parties
agree that all Confidential InIbrmation will he treated confidentially and Will not he disclosed by
the Parties or the Parties' affiliates or their respective directors, officers. employees, agents,
advisors or representatives (collectively, "Representatives").. except as expressly permitted by the
terms of this Agreement. The Parties agrees that the Parties and its ]Representatives will.ttse the
Confidential Information solely for the purpose of the Project and will not use any Confidential
Information for ata• other purpose. The Parties lurthcr agree that the Confidential Information
will be disclosed only to such Representatives who need to examine the Confidential inlurmation
for the purpose described above. and the Company shall keep complete and accurate records of
who has been provided and the location of any of the Confidential Information. Copies or any
extracts of the Confidential information shall not be made by either the Company or any of its
Representatives except as necessary for the Project. Before beint, provided with any Confidential
Information. each Representative shall be informed by the Parties of the confidential nature of
the Confidential Inforillation and the terms of this Agreement, shall be directed by the Parties to
treat the Confidential Information confidentially and shall agree in writing. to abide by the
provisions of this Agreement or he already bound lig Parties to keel) such inlormation
confidential under terms no less restrictive than this agreement. The Parties shall in an". event be;
responsible for any breach of this Agreement by any Representative. Notwithstanding the
foi-oing. the parties recognize that Company is a public entit\ that is subject to the Minnesota
Data Practices :pct kind that an\- data in possession of Compam . including this agreement. will he
released to entities or persons requesting data that is defined as public under _Minncsota law.
7. HT,ADINCS.
I leadinzs suid subheadings are liar convenience only and shall not he deemed to be a part
of this Agreement.
8. AMENDMENTS.
This Agreement may he amended or modified, in whole or in part, only by an instrument
in .vrilinp signed by all parties hereto.
9. NO7'llCES.
Any notice required to be given in writing under this Agreement shall he conclusively
de:ented to have been given and receir•ed when inside at the sender's option by First class post.
courier or prepaid certified or registered post, return receipt requested, to the respective
addresses or street addresses appearing in this Agreement street addresses as the parties ntay
frotn lime to tine provide notice thereof.
Jeremy Carter— for the Company.
Todd I lepver - fior the ('ot]SUltant
10. ASSIGNMEN'r.
Neither party may assign this Agreement without the prior \\ritten consent of the other
party, except that the Company ma)., \\lthout the consent of the Consultant, assign the
A�(,reemrnt to a controlled subsidiary of the Company or a purchaser ol'all or substantially all of
the Company's assets used in connection with performing, this Agreement (whether such
purchase is by asset purchase. a merger, a consolidation or membership unit sale). Written
consent will not be unreasonably withheld.
ll. COUNTERPARTS.
This Agreement may he executed in two or more counterparts, each of which shall
constitute an ori�-inal and all of \\•hsch Shall he deemed a single agreement.
12. GOVERNING LAW.
This Agreement shall he construed in accordance with and governed for all purposes by
the laws of the State of 'Minnesota, \\ithout regard to any conflicts of law principles that would
apple the la%� of anotller•jurisdiction.
13. NON-EACLUS1VE AGREEMENT.
Nothiag in this Agreement shall he construed as limiting C.'onsultariCs rights, or
C'onsultant's rights to perform services for any other clients. Consultant expressly reserves the
right to Perform other %work for any other client, so lona as it does not confliet%colllpete with
Company's interest in securing a PPA with counterparties identified by Consultant. Similarly,
Company ntay engage the services of other consultants to the extent that they do not directly
compete with the services of Consultant under this agreement.
U NON-SOI.1C'ITATION OF Ei1'IPLOYEES.
During the terns ofthis Agreement and lora period of three scars folloNNim, termination
of This Agreement for any reason. neither Consultant or Company shall not. either directly or
indirectly, solicit. divert or recruit any enlploNee or independent contractor of [lie other
company to leave such employllicnt or contracting arrangement. «hether or riot such
enlployment or contracting arrangement is pursuant to a written contract or at will. unless both
parties mutually- a�0 ee Ill X1 ruing.
.15. CO.tiFI.,1C" 1' NOTICE,
During the terra oftnis Agreement Consultant Will prurnptly notify Company in %wiling
of all%- engagement byy Consultant with competitors of C'otttpally or potential conflicts of interest
that might arise as result of Consultant engagement with other parties.
EXI,"C UT'ED. by the parties effective as ol'the f;ftcctiN-e Date.
Compam
Ilutchinsun Utilities Commission
13}-:..._.__ --------
Name: Merely
'Title: f%irli ee,04
Ilutchinsun .i ' tics Comnlissiorl
Ry° — — –�----
i\ anlc: Q ,�,e
1 tile. .sec re �Wr y
Consultant:
'timber Canyon Energy Consulting,
LLC
By:
---f --- -
Name: 'Dodd 1-leg�%- -
Title: President