Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
05-29-2024 HUCCP
HUTCHINSON UTILITIES COMMISSION AGENDA REGULAR MEETING May 29, 2024 3:00 p.m. 1. CONFLICT OF INTEREST 2. APPROVE CONSENT AGENDA a. Approve Minutes b. Ratify Payment of Bills 3. APPROVE FINANCIAL STATEMENTS 4. OPEN FORUM 5. COMMUNICATION a. City Administrator b. Divisions C. Human Resources d. Legal e. General Manager 6. POLICIES a. Review Policies i. Section 5 of Exempt Handbook ii. Section 5 of Non -Exempt Handbook b. Approve Changes 7. UNFINISHED BUSINESS 8. NEW BUSINESS a. Approve Hutchinson Substation Circuit Breaker Contract b. Approve Req#009912 — Fiberglass Service Body C. Approval of Buyers Authorizing Resolution 24-01 for the Short -Term Natural Gas Prepay Deal d. LM6000 Discussion 9. ADJOURN MINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, April 24, 2024 Call to order — 3:00 p.m. President Don Martinez called the meeting to order. Members present: President Don Martinez; Vice President Matt Cheney; Secretary Kathy Silvernale; Commissioner Anthony Hanson; Commissioner Troy Pullis; GM Jeremy Carter; Attorney Marc Sebora; Swearing in of Commissioner Troy Pullis 1. Conflict of Interest 2. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills Motion by Commissioner Cheney, second by Commissioner Hanson to Approve the Consent Agenda. Motion carried unanimously. 3. Approve Financial Statements Mr. Martig presented the Financial Statements. Electric Division consistent from last year March 2023. Natural Gas Division Net Income increased by $61Ilk due to billing Heartland Corn $752k for the interconnect station reimbursement. Customer Revenues were down due to decreased usage in large part due to warmer weather. GM Carter spoke of the market prices along with the Pipeline Imbalance. GM Carter reviewed Investments. Motion by Commissioner Silvernale, second by Commissioner Cheney to Approve the Financial Statements. Motion carried unanimously. 4. Open Forum 5. Communication a. City Administrator —Matthew Jaunich — i. City Projects to start next week ii. Council has accepted bids for VMF ballfield on grandstand and lighting. Should be completed by Nov 1st. b. Divisions i. Dan Lang, Engineering Services Manager — Absent ii. Dave Hunstad, Electric Transmission/Distribution Manager — 1. Dan is down at Plant 1 working on relay project 2. Starting construction season 3. Provided Outage update iii. Mike Gabrielson, Production Manager 1. Tuck Pointing to be completed in the next 2 weeks 2. Final Phase of Cooling tower will be completed next week iv. Jared Martig, Financial Manager- 1. Account Coordinator position update c. Human Resources — Angie Radke - i. Working on Welder Service Person and Account Coordinator positions, along with new Commissioner Troy Pullis d. Legal — Marc Sebora — i. Nothing to report e. General Manager — Jeremy Carter i. Legislative Update ii. Working with Heartland Corn and Crew Chiefs on lateral pigging project that needs to be completed iii. Conference Call with BP discussing additional prepaid deal 6. Policies a. Review Policies i. Section 4 of Exempt Handbook ii. Section 4 of Non -Exempt Handbook No changes recommended at this time. 7. Unfinished Business 8. New Business a. Approval of Highland Park Industrial, LLC Natural Gas Transportation and Commodity Purchase Agreement GM Carter presented Approval of Highland Park Industrial, LLC Natural Gas Transportation and Commodity Purchase Agreement. This agreement was originally the HTI/TDK agreement. Last month the agreement was updated to the name change of Highland Park Industrial, LLC. This agreement provides transportation and commodity purchasing rights to Highland Park Industrial, LLC on Hutchinson Utilities' facilities for a 1-year term. Motion by Commissioner Hanson, second by Commissioner Silvernale to Approve Highland Park Industrial, LLC Natural Gas Transportation and Commodity Purchase Agreement. Motion carried unanimously. b. Review of 2023 Annual Benchmarking Report Mr. Hunstad presented the 2023 Annual Benchmarking Report. The report focuses on distribution system reliability across the country and is customized to each utility that participates in the APPA eReliability Tracker service. Mr. Hunstad reviewed 2 the SAIDI, SAIR, and CAIDI Summary along with where HUC ranks to others in the region. Commissioners thanked and congratulated Staff for the hard work. c. Approve Req#009876 — Vacuum Excavation Machine Mr. Hunstad presented Approval of Req#009876 — Vacuum Excavation Machine. HUC is due to replace the 2014 Vactron Vacuum Excavation Machine per the fleet replacement schedule. Staff is recommending Ring-O-Matic 550 Jet Vac Vacuum Excavation System from Trenchers Plus. The 550 Jet Vac is part of the Minnesota State Cooperative Purchasing Contract for State and Local Governments. 2024 Budget was $95k. Total cost of 550 Jet Vac will be $73,784.87 after trade in, tax, license and registration. Motion by Commissioner Cheney, second by Commissioner Hanson to Approve Req#009876 — Vacuum Excavation Machine. Motion carried unanimously. d. Approve Sale of Surplus Equipment Mr. Hunstad presented Approval of Sale of Surplus Equipment. HUC is starting to receive trucks and equipment that were ordered over the last two years and are looking for approval to sell the surplus on GovDeals.com as the new trucks and equipment arrive. Staff is also looking for approval to sell and or dispose of obsolete materials from the Gas and Electric Division. Motion by Commissioner Silvernale, second by Commissioner Cheney to Approve Sale of Surplus Equipment. Motion carried unanimously. e. LM6000 Update GM Carter provided an LM6000 Update. GM Carter reviewed the 3 options that were available at March's Commission meeting along with providing an update to the 3 options. 1st Option; using current midshaft that was going out for NDT testing and possible recoating - update to this option is that NDT testing cannot be completed because the midshaft needs to be polished, if the midshaft is polished it will reduce the thickness of the splines on the midshaft making it inoperable. 2nd Option; there is an aftermarket midshaft that can be purchased for an additional cost and can be ready in about 8 weeks - update to this option is that HUC will pay $650k for the aftermarket midshaft and go down the same path as option 1. 3rd Option; PA Engine Exchange - update to this option is the proposal is only good through April; however, Staff has not received the proposal yet. Also, some of HUC's parts on the current engine are in better shape than the 3 new PA Engine and GE would like to use HUC's parts in the PA Engine Exchange. There would be a 2-year warranty on this option. Conversations were held on the 3 options along with the insurability of the options and Duty to Warn. Additional conversations will be held with Hartford Steam. Staff is looking to set up a call to see if an inspection could be done soon to help make the decision with the options that are available. Ms. Radke will send an email about availability on having a Special Meeting in the next 2 weeks. GM Carter will send out an updated Electric Production P&L. 9. Adjourn There being no further business, a motion by Commissioner Cheney, second by Commissioner Silvernale to adjourn the meeting at 3:55p.m. Motion carried unanimously. ATTEST: Don Martinez, President 12 Kathy Silvernale, Secretary 05/22/2024 11:24 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 1 ELECTRIC 05/22/2024 GEN 81018 05/22/2024 GEN 81019 05/22/2024 GEN 81020 05/22/2024 GEN 81021 05/22/2024 GEN 81022 CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/19/2024 - 05/22/2024 Description ALAN GAUVAIN ALICIA NUSSBAUM ANNA OR JAMES PREGLER BENJAMIN OR KATIE HOLLATZ BORDER STATES ELECTRIC SUPPLY 05/22/2024 GEN 81023 BRAUN INTERTEC CORPORATION 05/22/2024 GEN 81024 BRIAN BROVOLD OR SHANNON MOCK 05/22/2024 GEN 810254 CENTRAL HYDRAULICS 05/22/2024 GEN 81026*4 CINTAS CORPORATION 4470 05/22/2024 GEN 81027*4 CITY OF HUTCHINSON Page 1/5 Account Dept Amount OVERPAYMENTS 142-000- 00 52.51 OVERPAYMENTS 142-000- 00 417.88 OVERPAYMENTS 142-000- 00 114.43 OVERPAYMENTS 142-000- 00 17.60 Meters (Boxes) 107-370- 00 772.88 ANCHOR ROD, TWIN EYE ASSY, 5/8"X 7, 154-000- 00 176.88 Sales Tax Receivable - New 186-000- 00 12.16 Sales Tax Receivable - New 186-000- 00 53.14 HECK GEN 81022 TOTAL FOR FUND 1: 1,015.06 Geotechnical Evaluation 107-353- 00 6,842.52 Station Equipment (115Kv & 69K 107-353- 00 5.98 CHECK GEN 81023 TOTAL FOR FUND 1: 6,848.50 OVERPAYMENTS 142-000- 00 103.96 Sales Tax Receivable - Replace 186-000- 00 23.38 Generator 46 Material 402-554- 01 178.93 Generator 47 Material 402-554- 01 178.92 HECK GEN 81025 TOTAL FOR FUND 1: 381.23 Uniforms & Laundry 401-550- 01 253.49 Uniforms & Laundry 401-550- 01 255.31 UNIFORMS & LAUNDRY 401-588- 02 67.93 UNIFORMS & LAUNDRY 401-588- 02 156.08 HECK GEN 81026 TOTAL FOR FUND 1: 732.81 Generator 41 Water & Sewer 401-547- 01 526.65 Generator 41 Water & Sewer 401-547- 01 203.93 Waste Disposal 401-550- 01 272.81 Waste Disposal 401-550- 01 41.81 Waste Disposal 401-550- 01 582.08 Line - Materials 402-594- 02 145.81 IT ADMIN AND SUPPORT 75/25 401-921- 08 826. 91 Utility Expenses - Water/Waste 401-930- 08 550.62 Utility Expenses - Water/Waste 401-930- 08 12.40 HECK GEN 81027 TOTAL FOR FUND 1: 3,163.02 05/22/2024 11:24 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 1 ELECTRIC 05/22/2024 GEN 81028 CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/19/2024 - 05/22/2024 Description Account Dept COOLING TOWER DEPOT Phase 4 Fan Stacks and Blades 107-341- 00 STRUCTURES & IMPROVEMENTS (BUI 107-341- 00 Phase 4 Fan Stacks and Blades 107-341- 00 STRUCTURES & IMPROVEMENTS (BUI 107-341- 00 Sales Tax Receivable - Replace 186-000- 00 Sales Tax Receivable - Replace 186-000- 00 HECK GEN 81028 TOTAL FOR FUND 1: 05/22/2024 GEN 81029 DGR ENGINEERING 05/22/2024 GEN 810304 FERGUSON ENTERPRISES 4525 05/22/2024 GEN 81031 GREAT RIVER ENERGY 05/22/2024 GEN 8103214 HANSEN GRAVEL INC 05/22/2024 GEN 81033 HEATHER VAN HECKE 05/22/2024 GEN 81034* HILLYARD/HUTCHINSON 05/22/2024 GEN 810354 HUTCHINSON WHOLESALE SUPPLY CO 05/22/2024 GEN 81036 05/22/2024 GEN 81037 05/22/2024 GEN 81038 05/22/2024 GEN 81039 05/22/2024 GEN 81040 INTERNATIONAL FILTER SERVICE JOHN WILLENBRING K & A CONTRACTING LLC KELLY NELSON KRISTY MULYCK Plant 41 Relay and RTU Upgrades 107-362- 00 Station Equipment (Switchgear, 107-362- 00 3M Substation SCADA 107-362- 00 STATION EQUIPMENT (SWITCHGEAR, 107-362- 00 Hutchinson Sub 115kV Rebuild 107-362- 00 STATION EQUIPMENT (SWITCHGEAR, 107-362- 00 HECK GEN 81029 TOTAL FOR FUND 1: 10 1504 304 SPRL GSKT W/ GRAPH 402-554- 01 Powell 10 CS 1504 FLG SWG CHK VLV 402-554- 01 FREIGHT 401-588- 02 HECK GEN 81030 TOTAL FOR FUND 1: TRANSMISSION EXPENSE 401-565- 03 Materials 401-588- 02 OVERPAYMENTS 142-000- 00 Grounds - Materials 401-935- 08 Sales Tax Receivable - Replace 186-000- 00 Accessory Plant - Materials 402-554- 01 HECK GEN 81035 TOTAL FOR FUND 1: FILTER, ROOFTOP (UNIT45), 27EX X 54- 154-000- 00 OVERPAYMENTS 142-000- 00 Underground Conductor 107-367- 00 OVERPAYMENTS 142-000- 00 OVERPAYMENTS 142-000- 00 Page 2/5 Amount 21,527.94 0.06 60,584.09 26.91 1,480.05 87,786.06 8,540.00 47.82 10,353.00 47.00 38,610.00 363.50 57,961.32 16.01 2,527.01 121,269.24 243.68 142.73 104.21 0.76 it.07 11.83 1,300.32 223.48 752.90 132.63 772.07 05/22/2024 11:24 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/19/2024 - 05/22/2024 Description Fund: 1 ELECTRIC 05/22/2024 GEN 81041*4 LOCATORS & SUPPLIES INC 05/22/2024 GEN 81042 LOGAN BECKMANN 05/22/2024 GEN 810434 MATHESON TRI-GAS INC 05/22/2024 GEN 81044 MELISSA STRAKA 05/22/2024 GEN 81046 NERC 05/22/2024 GEN 81048 PEDRO CHINGO MUCIA 05/22/2024 GEN 81049* RELIANCE STANDARD LIFE -LIFE 05/22/2024 GEN 810534 ZIEGLER POWER SYSTEMS Page 3/5 Account Dept Amount SAFETY GLASSES, GRAY, SILVER MIRROR, 401-550- 01 39.90 Materials 401-588- 02 16.00 SAFETY GLASSES, GRAY, SILVER MIRROR, 401-588- 02 39. 90 HECK GEN 81041 TOTAL FOR FUND 1: 95.80 OVERPAYMENTS 142-000- 00 83.84 Sales Tax Receivable - Replace 186-000- 00 13.98 Generator 41 Material 402-554- 01 203.37 HECK GEN 81043 TOTAL FOR FUND 1: 217.35 OVERPAYMENTS 142-000- 00 104.05 Purchased Power 401-555- 02 4,747.74 OVERPAYMENTS 142-000- 00 40.26 LTD INSURANCE-80o ELEC 242-000- 00 1,765.98 LIFE INSURANCE-80o ELEC 242-000- 00 1,095.81 HECK GEN 81049 TOTAL FOR FUND 1: 2,861.79 SEAL, RUBBER, 9.2190-002 154-000- 00 2,200.00 FREIGHT 401-588- 02 12.63 HECK GEN 81053 TOTAL FOR FUND 1: 2,212.63 Total for fund 1 ELECTRIC 296,468.94 05/22/2024 11:24 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/19/2024 - 05/22/2024 Description Fund: 2 GAS 05/22/2024 GEN 81026*4 CINTAS CORPORATION 4470 05/22/2024 GEN 81027*4 CITY OF HUTCHINSON 05/22/2024 GEN 81032*4 HANSEN GRAVEL INC 05/22/2024 GEN 81034* HILLYARD/HUTCHINSON 05/22/2024 GEN 81041*4 LOCATORS & SUPPLIES INC 05/22/2024 GEN 81045 NELSON TECHNOLOGIES INC 05/22/2024 GEN 81047 NOVASPECT INC Page 4/5 Account Dept Amount UNIFORMS & LAUNDRY 401-880- 04 67.93 UNIFORMS & LAUNDRY 401-880- 04 102.88 HECK GEN 81026 TOTAL FOR FUND 2: 170.81 IT ADMIN AND SUPPORT 75/25 401-921- 08 275.63 Utility Expenses - Water/Waste 401-930- 08 440.50 Utility Expenses - Water/Waste 401-930- 08 10.15 HECK GEN 81027 TOTAL FOR FUND 2: 726.28 Materials 401-874- 04 267.19 Grounds - Materials 401-935- 08 104.21 FREIGHT & TAX 401-874- 04 8.00 SAFETY GLASSES, GRAY, SILVER MIRROR, 401-880- 04 39. 90 HECK GEN 81041 TOTAL FOR FUND 2: 47.90 FREIGHT & TAX 401-874- 04 1,197.15 P/N 102-161-01 2" Large Single Port 402-892- 04 280.58 P/N 103-175-01 3" Standard Single Port 402-892- 04 1,898.30 P/N IOPN2385 2" Filter Fab 402-892- 04 87.00 P/N 6-150SW 6" Lid Seal 402-892- 04 30.00 P/N 101-110-01 2"X1" Standard 402-892- 04 1,040.84 P/N 102-160-04 2" Standard Single 402-892- 04 298.17 P/N 104-155-01 4" Standard Single 402-892- 04 2,588.15 P/N 106-050-02 6" Standard Port 402-892- 04 646.35 P/N 102-016-01 2" Bodyseal 402-892- 04 258.36 P/N 201-120-01 Mooney Series 20 402-892- 04 2,700.IS P/N 201-111-01 Viton Stem & Plug Asy 402-892- 04 1,094.52 P/N 301-005-01 Type 30A Filter Element 402-892- 04 1,266.72 P/N 021-217-01 Type 30A Filter O-ring 402-892- 04 466.80 P/N 240-004-01 24S (Nitrile) restrictor 402-892- 04 1,088.88 P/N 201-121-01 Mooney Series 20H Pilot 402-892- 04 483.36 HECK GEN 81045 TOTAL FOR FUND 2: 15,425.36 FREIGHT 401-874- 04 37.52 P/N R99HX000022 2" Fisher 99 402-892- 04 552.00 HECK GEN 81047 TOTAL FOR FUND 2: 589.52 05/22/2024 11:24 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/19/2024 - 05/22/2024 Description Fund: 2 GAS 05/22/2024 GEN 81049* RELIANCE STANDARD LIFE -LIFE 05/22/2024 GEN 81050 RUSCH, BRYCE 05/22/2024 GEN 81051 SUBSURFACE SOLUTIONS 05/22/2024 GEN 81052 VERIZON WIRELESS LTD INSURANCE-20o GAS LIFE INSURANCE-20o GAS HECK GEN 81049 TOTAL FOR FUND 2: Training - Expense Other Equipment - Materials UTILITIES (ELECTRIC, SATELLITE-SCADA Total for fund 2 GAS TOTAL - ALL FUNDS --INDICATES CHECK DISTRIBUTED TO MORE THAN ONE FUND '#'-INDICATES CHECK DISTRIBUTED TO MORE THAN ONE DEPARTMENT Page 5/5 Account Dept Amount 242-000- 00 441.49 242-000- 00 273.95 715.44 401-870- 04 114.45 402-895- 04 975.04 401-856- 05 390.41 19,526.61 315,995.55 HUTCHINSON UTILITIES COMMISSION COMBINED DIVISIONS FINANCIAL REPORT FOR APRIL, 2024 Combined Division Customer Revenue Sales for Resale NG Transportation Electric Division Transfer Other Revenues Interest Income TOTAL REVENUES Salaries & Benefits Purchased Commodities Transmission Generator Fuel/Chem. Depreciation Transfers (Elect./City) Operating Expense Debt Interest TOTAL EXPENSES NET PROFIT/(LOSS) 2024 2023 Di %Chnq 2024 2023 Di %Chnq Full Yr Bud %of Bud $ 2,670,803 $ 2,789,139 $ (118,336) (4.2%) $ 12,545,183 $ 13,399,439 $ (854,255) (6.4%) $ 37,151,166 33.8% $ 246,030 $ 444,889 $ (198,859) (44.7%) $ 1,228,231 $ 1,630,628 $ (402,397) (24.7%) $ 3,681,000 33.4% $ 171,596 $ 86,541 $ 85,055 98.3% $ 665,047 $ 348,670 $ 316,377 90.7% $ 2,108,203 31.5% $ 60,383 $ 59,960 $ 424 0.7% $ 241,533 $ 239,839 $ 1,694 0.7 o $ 724,600 33.3% $ 49,692 $ 36,581 $ 13,111 35.8% $ 933,524 $ 169,410 $ 764,114 451.0% $ 481,893 193.7% $ 78,752 $ 54,278 $ 24,474 45.1% $ 332,857 $ 265,242 $ 67,615 25.5% $ 783,457 42.5% $ 3,277,256 $ 3,471,388 $ (194,132) (5.6%) $ 15,946,375 $ 16,053,228 $ (106,853) (0.7%) $ 44,930,319 35.5% $ 655,778 $ 565,387 $ 90,391 $ 1,357,235 $ 1,423,575 $ (66,340) $ 181,539 $ 203,699 $ (22,160) $ 4,209 $ 105,126 $ (100,917) $ 363,827 $ 376,394 $ (12,567) $ 222,269 $ 218,671 $ 3,598 $ 420,554 $ 256,623 $ 163,931 $ 58,538 $ 65,534 $ (6,996) $ 3,263,949 $ 3,215,009 $ 48,940 $ 13,307 $ 256,379 $ (243,072) 15.99% $ 2,639,594 $ 2,352,472 $ 287,122 (4.7%) $ 7,374,143 $ 7,981,250 $ (607,106) (10.9%) $ 874,784 $ 851,907 $ 22,877 (96.0%) $ 429,395 $ 240,121 $ 189,274 (3.3%) $ 1,456,783 $ 1,505,278 $ (48,495) 1.6% $ 889,076 $ 874,684 $ 14,392 63.9% $ 1,150,017 $ 1,004,542 $ 145,475 (10.7%) $ 234,152 $ 262,135 $ (27,983) 1.5% $ 15,047,944 $ 15,072,390 $ (24,446) (94.8%) $ 898,432 $ 980,838 $ (82,407) April April YTD YTD 2024 2023 Change 2024 2023 Change Gross Margin %: 38.9% 38.5% 0.4% 30.7% 32.5% -1.8% Operating Income Per Revenue $ (%): -1.4% 7.3% -8.6% -0.5% 5.6% -6.0% Net Income Per Revenue $ (%): 0.4% 7.4% -7.0% 5.6% 6.1% -0.5% 12.2% $ 7,969,960 33.1% (7.6%) $ 20,379,028 36.2% 2.7% $ 2,755,000 31.8% 78.8% $ 1,364,260 31.5% (3.2%) $ 4,430,000 32.9% 1.6% $ 2,667,226 33.3% 14.5% $ 3,268,836 35.2% n!2 $ 702,457 $ 43,536,767 33.3% 34.6% (0.2%) (8.4%) $ 1,393,552 64.5% HUTCHINSON UTILITIES COMMISSION ELECTRIC DIVISION FINANCIAL REPORT FOR APRIL, 2024 I p��jj pppp kuNNNN �yg� kk gN r ��ry�� pprr� yyy 0 33.3r6 0 :.Year Com . f_ p 2024 2023 Di . %Chna 2024 2023 Di %Chna Full YrBud %of Bud Electric Division Customer Revenue $ 1,788,209 $ 1,752,441 $ 35,768 2.0% $ 7,226,726 $ 7,308,081 $ (81,356) (1.1%) $ 24,902,363 29.0% Sales for Resale $ 246,030 $ 444,889 $ (198,859) (44.7%) $ 1,228,231 $ 1,630,628 $ (402,397) (24.7%) $ 3,681,000 33.4% Other Revenues $ 26,605 $ 13,336 $ 13,269 99.5% $ 77,642 $ 63,829 $ 13,813 21.6% $ 188,770 41.1% Interest Income $ 40,770 $ 28,533 $ 12,237 42.9% $ 172,005 $ 138,197 $ 33,807 24.5% $ 408,457 42.1% TOTAL REVENUES $ 2,101,614 $ 2,239,199 $ (137,585) (6.1%) $ 8,704,603 $ 9,140,735 $ (436,133) (4.8%) $ 29,180,590 29.8% Salaries & Benefits $ 493,137 $ 427,236 $ 65,900 15.4% $ 1,956,340 $ 1,781,040 $ 175,301 9.8% $ 5,777,096 33.9% Purchased Power $ 835,291 $ 867,879 $ (32,588) (3.8%) $ 3,650,255 $ 4,085,650 $ (435,395) (10.7%) $ 12,638,152 28.9% Transmission $ 181,539 $ 203,699 $ (22,160) (10.9%) $ 874,784 $ 851,907 $ 22,877 2.7% $ 2,755,000 31.8% Generator Fuel/Chem. $ 4,209 $ 105,126 $ (100,917) (96.0%) $ 429,395 $ 240,121 $ 189,274 78.8% $ 1,364,260 31.5% Depreciation $ 271,097 $ 285,706 $ (14,609) (5.1%) $ 1,085,735 $ 1,142,524 $ (56,789) (5.0%) $ 3,330,000 32.6% Transfers (Elect./City) $ 172,534 $ 169,911 $ 2,623 1.5% $ 690,134 $ 679,644 $ 10,491 1.5% $ 2,070,402 33.3% Operating Expense $ 253,508 $ 208,098 $ 45,410 21.8% $ 796,275 $ 742,106 $ 54,169 7.3% $ 2,111,928 37.7% Debt Interest $ 35,305 $ 37,738 $ (2,433) (6.4%) $ 141,219 $ 150,952 $ (9,733) JLILI $ 423,657 33.3% TOTAL EXPENSES $ 2,246,619 $ 2,305,393 $ (58,774) (2.5%) $ 9,624,138 $ 9,673,944 $ (49,806) (0.5%) $ 30,470,495 31.6% NET PROFIT/(LOSS) $ (145,004) $ (66,194) $ (78,811) 119.1% $ (919,535) $ (533,208) $ (386,327) 72.5% $ (1,289,905) 71.3% o a 33.3r6 . of :::Year Comp. p 2024 2023 Di . %Chna 2024 2023 Di %Chna Full YrBud %of Bud Electric Division Residential 3,500,418 3,743,040 (242,622) (6.48%) 15,827,992 16,394,552 (566,560) (3.46%) 54,084,350 29.3% All Electric 153,489 195,935 (42,446) (21.66%) 956,783 1,133,136 (176,353) (15.56%) 2,585,300 37.0% Small General 1,269,075 1,371,931 (102,856) (7.50%) 5,603,191 5,968,162 (364,971) (6.12%) 18,348,996 30.5% Large General 6,147,820 6,212,240 (64,420) (1.04%) 23,508,203 24,475,060 (966,857) (3.95%) 83,540,973 28.1% Industrial 9,142,000 8,439,000 703,000 8.33% 34,630,000 32,417,000 2,213,000 6.83% 113,841,379 30.4% Total KWH Sold 20,212,802 19,962,146 250,656 1.26% 80,526,169 80,387,910 138,259 0.17% 272,400,998 29.6% April April YTD YTD 2024 HUC 2024 2023 Change 2024 2023 Change Budget Target Gross Margin %: 32.1% 31.0% 1.2% 24.7% 26.4% -1.8% 27.1% Operating Income Per Revenue $ (%): -8.2% -2.7% -5.5% -11.5% -6.0% -5.6% -4.6% Net Income Per Revenue $ (%): -6.9% -3.0% -3.9% -10.6% -5.8% -4.7% -4.4% Customer Revenue per KWH: $0.0885 $0.0878 $0.0007 $0.0897 $0.0909 -$0.0012 $0.0914 $0.0914 Total Power Supply Exp. per KWH: $0.0686 $0.0764 -$0.0077 $0.0796 $0.0823 -$0.0027 $0.0769 $0.0769 Notes/Graphs: Net Loss increased by $78,811 over April 2023. Revenues were down due to lower sales for resale with no Dynasty Power contract and smaller market sales. Expenses were also down led by lower generator fuels with minimal generation in April 2024. Operating expenses were up mostly due to the City of Hutchinson sending a few invoices from 2023 in April 2024. This included the meter reading equipment change out at both water towers. Sales for Resale of $246,030 consisted of $1,780 in market sales, $98,000 in capacity sales to Rice Lake, and $146,250 in capacity sales to AEP. April 2023 Sales for Resale of $444,889 included $27,309 in market sales, $98,000 in capacity sales to Rice Lake, $146,250 in capacity sales to AEP and $173,330 in tolling sales to Dynasty Power. April 2022 Sales for Resale of $302,830 consisted of $58,580 in market sales, $98,000 in capacity sales to Rice Lake, and $146,250 in capacity sales to AEP. Overall Purchased Power decreased by $32,588. MRES purchases increased by $21,833 and market purchases/MISO costs decreased by $54,421. The average cost of MISO power was $13.78/mwh (2.589 mwh's purchased), compared to $19.63/mwh (3,073 mwh's purchased) in April 2023. re was no Power Cost Adjustment for April 2024 and also $0 YTD. re was no Power Cost Adjustment for April 2023 and $305,137 YTD. HUTCHINSON UTILITIES COMMISSION GAS DIVISION FINANCIAL REPORT FOR APRIL, 2024 2024 2023 Di %Chna 2024 2023 Di %Chna Full YrBud %of Bud Gas Division Customer Revenue $ 882,593 $ 1,036,698 $ (154,105) (14.9%) $ 5,318,458 $ 6,091,358 $ (772,900) (12.7%) $ 12,248,803 43.4% Transportation $ 171,596 $ 86,541 $ 85,055 98.3% $ 665,047 $ 348,670 $ 316,377 90.7% $ 2,108,203 31.5% Electric Div. Transfer $ 60,383 $ 59,960 $ 424 0.7% $ 241,533 $ 239,839 $ 1,694 0.7% $ 724,600 33.3% Other Revenues $ 23,087 $ 23,245 $ (158) (0.7%) $ 855,882 $ 105,581 $ 750,301 710.6% $ 293,123 292.0% Interest Income $ 37,982 $ 25,745 $ 12,237 47.5% $ 160,852 $ 127,045 $ 33,807 26.6% $ 375,000 42.9% TOTAL REVENUES $ 1,175,642 $ 1,232,189 $ (56,547) (4.6%) $ 7,241,772 $ 6,912,492 $ 329,280 4.8% $ 15,749,729 46.0% Salaries & Benefits Purchased Gas Operating Expense Depreciation Transfers (City) Debt Interest TOTAL EXPENSES NET PROFIT/(LOSS) $ 162,641 $ 138,150 $ 24,491 17.7% $ 683,254 $ 571,433 $ 111,821 19.6% $ 2,192,864 $ 521,944 $ 555,696 $ (33,752) (6.1%) $ 3,723,888 $ 3,895,599 $ (171,711) (4.4%) $ 7,740,876 $ 167,046 $ 48,525 $ 118,520 244.2% $ 353,741 $ 262,436 $ 91,306 34.8% $ 1,156,908 $ 92,730 $ 90,689 $ 2,042 2.3% $ 371,048 $ 362,754 $ 8,294 2.3% $ 1,100,000 $ 49,735 $ 48,760 $ 975 2.0% $ 198,942 $ 195,041 $ 3,901 2.0% $ 596,824 $ 23,233 $ 27,796 $ (4,563) 0.0% $ 92,933 $ 111,183 $ (18,250) 16.4% $ 278,800 $ 1,017,330 $ 909,616 $ 107,714 11.8% $ 5,423,806 $ 5,398,446 $ 25,360 0.5% $ 13,066,272 31.2% 48.1% 30.6% 33.7% 33.3% 33.3% 41.5% $ 158,311 $ 322,572 $ (164,,261) (50.9%) $ 1,817,967 $ 1,,�y5�y14,,047 $ 303,920 20.1% $ 2,683,457 67.7% 33.3% of Year Comp. 2024 2023 Di %Chnq 2024 2023 Di %Chnq Full YrBud %of Bud Gas Division Residential 27,994,424 37,557,757 (9,563,333) (25.46%) 204,068,592 243,045,680 (38,977,088) (16.04%) 450,091,000 45.3% Commercial 20,408,488 27,209,355 (6,800,867) (24.99%) 142,844,441 174,824,749 (31,980,308) (18.29%) 350,477,000 40.8% Industrial 64,545,467 71,335,302 (6,789,835) (9.52%) 317,394,509 348,046,288 (30,651,779) (8.81%) 908,618,000 34.9% Total CF Sold 112,948,379 136,102,414 (23,154,035) (17.01%) 664,307,542 765,916,717 (101,609,175) (13.27%) 1,709,186,000 38.9% April April YTD YTD 2024 HUC 2024 2023 Change 2024 2023 Change Budget Target Gross Margin %: 51.3% 52.4% -1.1% 39.0% 40.8% -1.8% 46.0% 37%-40% Operating Income Per Revenue $ (%): 11.1% 25.7% -14.6% 14.6% 21.1% -6.5% 15.5% IIIIIIIIIIIIIIIIIIIIII Net Income Per Revenue $ (%): 13.5% 26.2% -12.7% 25.1% 21.9% 3.2% 17.0% IIIIIIIIIIIIIIIIIIIIII Contracted Customer Rev. per CF: $0.0059 $0.0056 $0.0002 $0.0073 $0.0068 $0.0005 $0.0060 Customer Revenue per CF: $0.0102 $0.0095 $0.0007 $0.0086 $0.0088 -$0.0002 $0.0083 Total N.G. Supply Exp. per CF: $0.0048 $0.0042 $0.0007 $0.0057 $0.0052 $0.0006 $0.0048 $0.0048 Notes/Graphs: April Net Income decreased by $164,261 due to decreased revenues and increased operating expenses. Revenues and usage were down in large part due to a 22% decrease in heating degree days. Operating expenses were up due to the City of Hutchinson invoices discussed in the electric section as well as an invoice paid in the amount of - $44,000 for 2024 pipeline assessments that were not expensed until June of 2023. ere was no FCA for April 2024 with $150,146 YTD credits. ere was no FCA for April 2023 as well as $0 YTD. Current Assets UnrestrictedlUndesignated Cash Cash Petty Cash Designated Cash Capital Expenditures - Five Yr. CIP Payment in Lieu of Taxes Rate Stabilization - Electric Rate Stabilization - Gas Catastrophic Funds Restricted Cash Bond Interest Payment 2017 Bond Interest Payment 2012 Debt Service Reserve Funds Total Current Assets Receivables Accounts (net of uncollectible allowances) Interest Total Receivables Other Assets Inventory Prepaid Expenses Sales Tax Receivable Deferred Outflows - Electric Deferred Outflows - Gas Total Other Assets Total Current Assets Capital Assets Land & Land Rights Depreciable Capital Assets Accumulated Depreciation Construction - Work in Progress Total Net Capital Assets HUTCHINSON UTILITIES COMMISSION BALANCE SHEET - CONSOLIDATED APRIL 30, 2024 Electric Gas Total Total Net Change Division Division 2024 2023 Total (YTD) 4,470,816.94 12,401,528.48 16,872,345.42 15,922,279.70 950,065.72 680.00 170.00 850.00 850.00 - 2,750,000.00 700,000.00 3,450,000.00 3,450,000.00 - 1,345,802.00 596,824.00 1,942,626.00 1,904,536.00 38,090.00 313,675.94 - 313,675.94 476,071.95 (162,396.01) - 527,215.74 527,215.74 548,201.30 (20,985.56) 800,000.00 200,000.00 1,000,000.00 1,000,000.00 - 493,190.10 - 493,190.10 1,192,856.76 (699,666.66) - 905,750.00 905,750.00 899,395.85 6,354.15 1,183,656.00 2,072,000.00 3,255,656.00 2,711,029.66 544,626.34 11,357,820.98 17,403,488.22 28,761,309.20 28,105,221.22 656,087.98 1,889,286.25 885,411.98 2,774,698.23 3,463,877.23 (689,179.00) 70,706.31 70,706.32 141,412.63 118,283.99 23,128.64 1,959,992.56 956,118.30 2,916,110.86 3,582,161.22 (666,050.36) 1,960,199.24 569,020.98 2,529,220.22 2,253,417.72 275,802.50 457,125.74 247,336.74 704,462.48 249,843.13 454,619.35 341,871.11 - 341,871.11 252,352.43 89,518.68 741,556.00 - 741,556.00 1,221,397.00 (479,841.00) - 247,185.00 247,185.00 407,133.00 (159,948.00) 3,500,752.09 1,063,542.72 4,564,294.81 4,384,143.28 180,151.53 16,818,565.63 19,423,149.24 690,368.40 3,899,918.60 113,788,081.89 43,426,992.03 (71,386,994.78) (21,717,525.36) 1,843,892.85 1,186,994.18 44,935,348.36 26,796,379.45 36,241,714.87 36,071,525.72 4,590,287.00 157,215,073.92 (93,104,520.14) 3,030,887.03 71,731,727.81 4,590,287.00 155,573,674.08 (88,731,623.05) 1,369,305.48 72,801,643.51 170,189.15 1, 641, 399.84 (4,372,897.09) 1,661,581.55 (1,069,915.70) Total Assets 61,753,913.99 46,219,528.69 107,973,442.68 108,873,169.23 (899,726.55) Current Liabilities Current Portion of Long-term Debt Bonds Payable Bond Premium Lease Liability - Solar Array Accounts Payable Accrued Expenses Accrued Interest Accrued Payroll Total Current Liabilities Long -Term Liabilities Noncurrent Portion of Long-term Debt 2017 Bonds 2012 Bonds Bond Premium 2012 Pension Liability- Electric Pension Liability - Electric OPEB Pension Liability - Nat Gas Pension Liability - Nat Gas OPEB Accrued Vacation Payable Accrued Severance Deferred Outflows - Electric Deferred Outflows - Nat Gas Total Long -Term Liabilities Net Position Retained Earnings Total Net Position HUTCHINSON UTILITIES COMMISSION BALANCE SHEET - CONSOLIDATED APRIL 30, 2024 Electric Gas Total Division Division 2024 730,000.00 19, 546.00 2,827,587.31 176,523.44 82,442.23 3,836,098.98 12,570,000.00 454,457.04 2,776,372.00 64,096.00 527,144.22 121, 598.92 998,815.00 17,512,483.18 1,825,000.00 185,608.32 862,885.10 116,166.67 30,123.03 3,019,783.12 4,130,000.00 293,879.47 925,458.00 21,365.00 191,450.10 32, 321.13 332,938.00 5,927,411.70 40,405,331.83 37,272,333.87 40,405,331.83 37,272,333.87 2,555,000.00 185,608.32 19, 546.00 3,690,472.41 292,690.11 112, 565.26 6,855,882.10 12,570,000.00 4,130,000.00 748,336.51 2,776,372.00 64,096.00 925,458.00 21,365.00 718, 594.32 153,920.05 998,815.00 332,938.00 23,439,894.88 Total 2023 700,000.00 185,608.32 2,945,109.63 327,669.28 76,341.47 4,234,728.70 13,330,000.00 7,780,000.00 967,401.79 4,021,396.00 77,480.00 1,340,466.00 25,827.00 700,600.34 140,285.54 98,554.00 32,851.00 28,514,861.67 77,677,665.70 76,123,578.86 77,677,665.70 76,123,578.86 Net Change Total (YTD) 1,855,000.00 19, 546.00 745,362.78 (34, 979.17) 36,223.79 2,621,153.40 (760,000.00) (3,650,000.00) (219,065.28) (1,245,024.00) (13, 384.00) (415,008.00) (4,462.00) 17,993.98 13, 634.51 900,261.00 300,087.00 (5,074,966.79) 1,554,086.84 1,554,086.84 Total Liabilities and Net Position 61,753,913.99 46,219,528.69 107,973,442.68 108,873,169.23 (899,726.55) Hutchinson Utilities Commission Cash -Designations Report, Combined 4/30/2024 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest April 2024 March 2024 Position Savings, Checking, Investments varies varies varies 28,761,309.20 27,882,303.00 879,006.20 Total Operating Funds 28,761,309.20 27,882,303.00 879,006.20 Debt Reserve Requirements Bond Covenants - sinking fund Debt Reserve Requirements Bond Covenants -1 year Max. P & I Total Restricted Funds Operating Reserve Rate Stabalization Funds PILOT Funds Catastrophic Funds Capital Reserves Total Designated Funds Min 60 days of 2024 Operating Bud. Charter (Formula Only) Risk Mitigation Amount 5 Year CIP (2024-2028 Fleet & Infrastructure Maintenance) 1,217,790.10 938,002.08 279,788.02 3,255,656.00 3,255,656.00 - 4,473,446.10 4,193,658.08 279,788.02 6,631,467.17 6,631,467.17 - 802,347.63 719,630.09 82,717.54 1,942,626.00 1,942,626.00 - 1, 000, 000.00 1, 000, 000.00 3,450,000.00 3,450,000.00 - 13,826,440.80 13,743,723.26 82,717.54 YE YE YE YE YTD HUC 2020 2021 2022 2023 2024 Target Debt to Asset 32.3% 30.8% 31.4% 28.6% 28.1% Current Ratio 5.67 5.22 4.47 4.48 4.48 RONA 3.62% 0.41% -1.38% 1.96% 0.94% Change in Cash Balance (From 12131114 to 413012024) Month End Electric Elec. Change Natural Gas Gas Change Total Total Change 4/30/2024 11, 357, 821 17, 403, 488 28, 761, 309 12/31/2023 12,158,338 (800,517) 15,622,242 1,781,246 27,780,580 980,729 12/31/2022 11,633,212 525,126 15,450,554 171,688 27,083,766 1,677,544 12/31/2021 12,870,253 (1,237,041) 15,086,000 364,554 27,956,253 (872,487) 12/31/2020 14,239,233 (1,368,981) 15,019,173 66,827 29,258,406 (1,302,153) 12/31/2019 12,124,142 2,115,092 13,837,040 1,182,133 25,961,181 3,297,225 12/31/2018 15,559,867 (3,435,725) 12,335,998 1,501,042 27,895,864 (1,934,683) 12/31/2017 23,213,245 (7,653,378) 10,702,689 1,633,309 33,915,934 (6,020,070) 12/31/2016 8,612,801 14,600,444 9,500,074 1,202,615 18,112,875 15,803,059 12/31/2015 6,170,790 2,442,011 9,037,373 462,701 15,208,163 2,904,712 12/31/2014 3,598,821 2,571,969 6,765,165 2,272,208 10,363,986 4,844,177 * 2017's Significant increase in cash balance is due to issuing bonds for the generator project. Hutchinson Utilities Commission Cash -Designations Report, Electric 4/30/2024 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest April 2024 March 2024 Position Savings, Checking, Investments varies varies Total HUC Operating Funds tiectric iI Debt Restricted Requirements Bond Covenants - sinking fund Debt Restricted Requirements Bond Covenants -1 year Max. P & I Total Restricted Funds varies 28,761,309.20 27,882,303.00 879,006.20 28,761,309.20 27,882,303.00 879,006.20 493,190.10 394,552.08 98,638.02 1,183,656.00 1,183,656.00 - 1,676,846.10 1,578,208.08 98,638.02 Operating Reserve Min 60 days of 2024 Operating Bud. 4,593,259.83 4,593,259.83 - Rate Stabalization Funds $400K-$1.2K 313,675.94 246,729.41 66,946.53 PILOT Funds Charter (Formula Only) 1,345,802.00 1,345,802.00 - Catastrophic Funds Risk Mitigation Amount 800,000.00 800,000.00 Capital Reserves 5 Year CIP (2024-2028 Fleet & Infrastructure Maintenance) 2,750,000.00 2,750,000.00 - Total Designated Funds 9,802,737.77 9,735,791.24 66,946.53 YE YE YE YE YTD APPA Ratio HUC 2020 2021 2022 2023 2024 5K-10K Cust. Target Debt to Asset Ratio (* w/Gen.) 32.6% 32.2% 34.8% 34.0% 34.6% 39.8% Current Ratio 6.18 5.70 4.96 4.35 3.75 3.75 RONA 2.5% -1.2% -4.2% -0.9% -1.7% NA >0% Notes/Graphs: Hutchinson Utilities Commission Cash -Designations Report, Gas 4/30/2024 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest April 2024 March 2024 Position Savings, Checking, Investments varies varies Total HUC Operating Funds Debt Restricted Requirements Bond Covenants - sinking fund Debt Restricted Requirements Bond Covenants -1 year Max. P & I Total Restricted Funds Operating Reserve Rate Stabalization Funds PILOT Funds Catastrophic Funds Capital Reserves Total Designated Funds varies 28,761,309.20 27,882,303.00 879,006.20 28,761,309.20 27,882,303.00 879,006.20 Min 60 days of 2024 Operating Bud. $200K-$600K Charter (Formula Only) Risk Mitigation Amount 5 Year CIP (2024-2028 Fleet & Infrastructure Maintenance) 724,600.00 543,450.00 181,150.00 2,072,000.00 2,072,000.00 - 2,796,600.00 2,615,450.00 181,150.00 2,038,207.33 2,038,207.33 - 488,671.69 472,900.68 15,771.01 596,824.00 596,824.00 - 200,000.00 200,000.00 700,000.00 700,000.00 - 4,023,703.02 4,007,932.01 15,771.01 YE YE YE YE YTD HUC 2020 2021 2022 2023 2024 AGA Ratio Target Debt to Asset 32.0% 28.8% 26.5% 21.0% 19.4% 35%-50% Current Ratio 5.18 4.79 4.06 4.61 5.36 1.0-3.0 RONA 5.3% 2.9% 3.0% 6.2% 4.5% 2%-5% Notes/Graphs: HUTCHINSON UTILITIES COMMISSION Investment Report For the Month Ended Apri130, 2024 Interest Current Date of Date of Par Current Purchase Unrealized Premium Next Institution Description Rate YTM Purchase Maturity Value Value Amount Gain/(Loss) (Discount) Call Date Wells Fargo Money Market 4.860% 4.860% NA NA - 5,006.96 - - - N/A Wells Fargo FFCB 4.250% 4.250% 12/20/2022 12/20/2024 1,000,000.00 993,210.00 1,000,000.00 (6,790.00) - N/A Wells Fargo FFCB 4.000% 4.000% 04/10/2023 03/10/2025 580,000.00 573,817.20 580,000.00 (6,182.80) - N/A Wells Fargo FHLB 5.000% 5.000% 05/31/2023 11/26/2025 1,000,000.00 996,240.00 1,000,681.44 (4,441.44) 681.44 05/26/2024 Wells Fargo FHLB 0.750% 0.587% 01/29/2021 01/29/2026 295,000.00 274,122.85 295,000.00 (20,877.15) - 07/29/2024 Wells Fargo FHLB 0.750% 0.525% 02/09/2021 02/09/2026 470,000.00 435,177.70 470,000.00 (34,822.30) - 08/09/2024 Wells Fargo FHLB 1.000% 1.432% 04/29/2021 04/29/2026 400,000.00 380,196.00 400,000.00 (19,804.00) - 08/29/2024 Wells Fargo FHLB 0.750% 1.069% 06/30/2021 06/30/2026 300,000.00 277,128.00 300,000.00 (22,872.00) - 06/30/2024 Wells Fargo FHLB 0.900% 1.281% 09/30/2021 09/30/2026 250,000.00 230,445.00 250,000.00 (19,555.00) - 06/30/2024 Wells Fargo FHLB 1.115% 4.179% 01/10/2024 02/26/2027 575,000.00 516,562.75 526,218.41 (9,655.66) (48,781.59) 05/26/2024 Wells Fargo FFCB 1.000% 3.884% 02/02/2024 05/18/2027 1,100,000.00 977,955.00 1,005,028.11 (27,073.11) (94,971.89) Anytime Wells Fargo FHLB 4.500% 4.649% 04/14/2024 03/10/2028 305,000.00 302,547.80 304,819.43 (2,271.63) (180.57) N/A Wells Fargo CD's 2.800% 2.800% 06/17/2022 06/17/2024 245,000.00 244,184.15 245,000.00 (815.85) - N/A Wells Fargo CD's 0.550% 0.550% 08/02/2021 08/05/2024 245,000.00 241,873.80 245,000.00 (3,126.20) - N/A Wells Fargo CD's 4.800% 4.800% 11/16/2022 11/15/2024 245,000.00 244,389.95 245,000.00 (610.05) - N/A Wells Fargo CD's 1.100% 1.100% 01/31/2022 01/31/2025 245,000.00 237,544.65 245,000.00 (7,455.35) - 07/31/2024 Wells Fargo CD's 1.600% 1.600% 02/23/2022 02/24/2025 245,000.00 237,958.70 245,000.00 (7,041.30) - N/A Wells Fargo CD's 4.650% 4.650% 04/12/2023 04/07/2025 245,000.00 243,787.25 245,000.00 (1,212.75) - N/A Wells Fargo CD's 4.650% 4.650% 40/14/2023 04/14/2025 245,000.00 243,816.65 245,000.00 (1,183.35) - N/A Wells Fargo CD's 3.100% 3.100% 06/15/2022 06/16/2025 245,000.00 239,575.70 245,000.00 (5,424.30) - N/A Wells Fargo CD's 3.100% 3.100% 06/15/2022 06/16/2025 245,000.00 239,575.70 245,000.00 (5,424.30) - N/A Wells Fargo CD's 3.300% 3.300% 08/26/2022 08/26/2025 245,000.00 239,365.00 245,000.00 (5,635.00) - N/A Wells Fargo CD's 1.000% 1.000% 05/19/2021 05/19/2026 245,000.00 226,230.55 245,000.00 (18,769.45) - N/A Wells Fargo CD's 1.000% 1.000% 07/28/2021 07/28/2026 245,000.00 224,388.15 245,000.00 (20,611.85) - N/A Wells Fargo CD's 1.050% 1.050% 08/08/2021 08/25/2026 238,000.00 218,017.52 238,000.00 (19,982.48) - N/A Wells Fargo CD's 4.500% 4.500% 12/20/2023 12/21/2026 245,000.00 242,910.15 245,000.00 (2,089.85) - N/A Wells Fargo CD's 1.000% 1.207% 07/31/2021 07/13/2028 245,000.00 214,247.60 245,000.00 (30,752.40) 06/13/2024 Broker Total 49.7% 9,943,000.00 9,500,274.78 9,799,747.39 (304,479.57) (143,252.61) Cetera Investment Services Money Market 0.750% 0.750% N/A N/A - 32,874.20 - - - N/A Cetera Investment Services Municipal Bonds 1.940% 1.821% 01/13/2020 05/01/2024 65,000.00 65,000.00 65,570.70 (570.70) 570.70 N/A Cetera Investment Services Municipal Bonds 5.742% 3.658% 04/11/2019 08/01/2024 100,000.00 100,018.00 109,960.00 (9,942.00) 9,960.00 N/A Cetera Investment Services Municipal Bonds 5.000% 4.253% 02/09/2023 08/15/2024 270,000.00 269,711.10 279,454.50 (9,743.40) 9,454.50 N/A Cetera Investment Services Municipal Bonds 2.400% 2.908% 08/05/2022 08/15/2024 50,000.00 49,548.50 50,070.17 (521.67) 70.17 N/A Cetera Investment Services Municipal Bonds 2.402% 2.926% 08/05/2022 10/01/2024 125,000.00 123,473.75 124,674.19 (1,200.44) (325.81) N/A Cetera Investment Services Municipal Bonds 2.033% 4.794% 06/05/2023 10/01/2024 85,000.00 83,815.10 82,332.21 1,482.89 (2,667.79) Make -Whole Call Cetera Investment Services Municipal Bonds 5.200% 4.710% 02/21/2023 11/01/2024 30,000.00 29,891.40 30,711.27 (819.87) 711.27 N/A Cetera Investment Services Municipal Bonds 4.000% 4.689% 05/19/2023 12/01/2024 50,000.00 49,590.50 50,428.33 (837.83) 428.33 N/A Cetera Investment Services Municipal Bonds 2.528% 1.918% 01/13/2020 12/01/2024 100,000.00 98,254.00 102,999.53 (4,745.53) 2,999.53 N/A Cetera Investment Services Municipal Bonds 1.319% 4.407% 09/26/2022 12/01/2024 50,000.00 48,838.50 47,238.35 1,600.15 (2,761.65) N/A Cetera Investment Services Municipal Bonds 3.922% 3.429% 12/20/2018 12/01/2024 204,000.00 202,368.00 208,181.10 (5,813.10) 4,181.10 N/A Cetera Investment Services Municipal Bonds 3.375% 4.693% 06/05/2023 03/01/2025 260,000.00 255,811.40 256,618.05 (806.65) (3,381.95) Make -Whole Call Cetera Investment Services Municipal Bonds 2.092% 4.793% 08/04/2023 05/01/2025 190,000.00 184,091.00 182,543.32 1,547.68 (7,456.68) NA Cetera Investment Services Municipal Bonds 4.415% 4.516% 02/21/2023 05/01/2025 60,000.00 59,515.80 59,907.79 (391.99) (92.21) N/A Cetera Investment Services Municipal Bonds 4.400% 3.221% 04/11/2019 07/01/2025 500,000.00 491,210.00 539,101.11 (47,891.11) 39,101.11 07/01/2024 Cetera Investment Services Municipal Bonds 0.824% 4.678% 01/09/2023 08/01/2025 100,000.00 94,771.00 91,160.64 3,610.36 (8,839.36) N/A Cetera Investment Services Municipal Bonds 5.640% 3.007% 04/18/2019 08/15/2025 205,000.00 190,090.35 169,737.95 20,352.40 (35,262.05) N/A Cetera Investment Services Municipal Bonds 3.743% 2.740% 04/18/2019 09/15/2025 215,000.00 210,687.10 228,334.53 (17,647.43) 13,334.53 N/A Cetera Investment Services Municipal Bonds 3.379% 1.934% 08/19/2019 10/01/2025 310,000.00 300,870.50 339,739.18 (38,868.68) 29,739.18 N/A Cetera Investment Services Municipal Bonds 2.727% 2.271% 03/03/2022 12/01/2025 335,000.00 317,995.40 342,781.72 (24,786.32) 7,781.72 N/A Cetera Investment Services Municipal Bonds 5.600% 1.186% 07/28/2020 12/01/2025 45,000.00 45,205.65 55,250.55 (10,044.90) 10,250.55 N/A Cetera Investment Services Municipal Bonds 4.250% 3.258% 04/11/2019 01/01/2026 500,000.00 488,540.00 529,769.03 (41,229.03) 29,769.03 N/A Cetera Investment Services Municipal Bonds 2.420% 1.175% 10/06/2020 03/01/2026 100,000.00 94,456.00 106,734.28 (12,278.28) 6,734.28 N/A Cetera Investment Services Municipal Bonds 3.000% 5.017% 11/17/2023 04/01/2026 135,000.00 129,559.50 129,493.80 65.70 (5,506.20) N/A Cetera Investment Services Municipal Bonds 1.609% 1.124% 09/24/2020 04/01/2026 285,000.00 264,195.00 292,370.10 (28,175.10) 7,370.10 N/A Cetera Investment Services Municipal Bonds 6.690% 3.356% 04/18/2019 04/15/2026 60,000.00 53,692.80 47,545.20 6,147.60 (12,454.80) N/A Cetera Investment Services Municipal Bonds 5.900% 1.451% 07/28/2020 06/15/2026 75,000.00 75,792.00 93,741.75 (17,949.75) 18,741.75 N/A Cetera Investment Services Municipal Bonds 0.000% 1.415% 08/13/2020 07/01/2026 100,000.00 88,314.00 92,037.00 (3,723.00) (7,963.00) N/A Cetera Investment Services Municipal Bonds 3.250% 2.903% 04/18/2019 08/01/2026 500,000.00 476,905.00 514,790.69 (37,885.69) 14,790.69 N/A Cetera Investment Services Municipal Bonds 2.116% 3.307% 06/07/2022 08/01/2026 75,000.00 70,076.25 71,565.00 (1,488.75) (3,435.00) N/A Cetera Investment Services Municipal Bonds 2.150% 2.203% 07/01/2019 12/01/2026 40,000.00 37,362.00 40,150.64 (2,788.64) 150.64 N/A Interest Current Date of Date of Par Current Purchase Unrealized Premium Next Institution Description Rate YTM Purchase Maturity Value Value Amount Gain/(Loss) (Discount) Call Date Cetera Investment Services Municipal Bonds 1.664% 1.150% 08/27/2020 09/01/2026 225,000.00 205,933.50 231,696.00 (25,762.50) 6,696.00 N/A Cetera Investment Services Municipal Bonds 2.375% 1.816% 09/04/2019 12/01/2026 90,000.00 83,734.20 93,395.70 (9,661.50) 3,395.70 N/A Cetera Investment Services Municipal Bonds 2.350% 2.191 % 07/01/2019 12/01/2026 500,000.00 465,820.00 505,385.00 (39,565.00) 5,385.00 N/A Cetera Investment Services Municipal Bonds 3.000% 1.991% 08/19/2019 02/01/2027 50,000.00 47,232.00 53,551.00 (6,319.00) 3,551.00 N/A Cetera Investment Services Municipal Bonds 5.000% 4.218% 03/28/2024 02/15/2027 270,000.00 270,386.10 277,271.70 (6,885.60) 7,271.70 N/A Cetera Investment Services Municipal Bonds 3.150% 2.034% 08/19/2019 03/15/2027 100:000.00 94,672.00 109,138.50 (14,466.50) 9,138.50 N/A Cetera Investment Services Municipal Bonds 3.332% 3.120% 04/1 8/201 9 04/15/2027 500,000.00 476,360.00 507,783.94 (31,423.94) 7,783.94 N/A Cetera Investment Services Municipal Bonds 3.865% 2.470% 08/1 9/201 9 05/01/2027 55,000.00 54,138.70 60,986.48 (6,847.78) 5,986.48 05/01/2025 Cetera Investment Services Municipal Bonds 5.981% 4.910% 11/20/2023 05/01/2027 120,000.00 120,813.60 126,798.40 (5,984.80) 6,798.40 N/A Cetera Investment Services Municipal Bonds 3.553% 2.289% 08/19/2019 05/01/2027 55,000.00 52,628.40 60,468.04 (7,839.64) 5,468.04 05/01/2026 Cetera Investment Services Municipal Bonds 3.230% 1.828% 08/1 9/201 9 05/15/2027 145,000.00 137,545.55 160,827.31 (23,281.76) 15,827.31 N/A Cetera Investment Services Municipal Bonds 1.925% 1.719% 11/23/2021 06/01/2027 310,000.00 279,595.20 313,447.46 (33,852.26) 3,447.46 Make -Whole Call Cetera Investment Services Municipal Bonds 1.861% 1.254% 06/07/2021 07/01/2027 410,000.00 371:218.10 412:336.71 (41,118.61) 2:336.71 N/A Cetera Investment Services Municipal Bonds 3.000% 3.101% 05/18/2020 09/01/2027 65,000.00 62,439.00 69,180.58 (6,741.58) 4,180.58 09/01/2025 Cetera Investment Services Municipal Bonds 2.817% 2.817% 09/25/2019 10/01/2027 35,000.00 29,184.05 27,969.55 1,214.50 (7,030.45) 05/01/2025 Cetera Investment Services Municipal Bonds 1.415% 1.793% 11/23/2021 03/01/2028 100,000.00 87,994.00 98,088.31 (10,094.31) (1,911.69) N/A Cetera Investment Services Municipal Bonds 3.270% 2.141% 08/19/2019 03/15/2028 155:000.00 146,192.90 170,805.09 (24,612.19) 15,805.09 09/15/2027 Cetera Investment Services Municipal Bonds 2.974% 2.574% 11/07/2019 04/01/2028 75,000.00 68,780.25 77,253.00 (8,472.75) 2,253.00 N/A Cetera Investment Services Municipal Bonds 2.125% 1.904% 11/23/2021 06/01/2028 110,000.00 97,160.80 111,525.06 (14,364.26) 1,525.06 N/A Cetera Investment Services Municipal Bonds 2.547% 1.240% 08/10/2021 07/01/2028 125:000.00 113,657.50 136,101.16 (22,443.66) 11,101.16 N/A Cetera Investment Services Municipal Bonds 3.140% 2.004% 08/19/2019 OS/01/2028 500,000.00 464,480.00 547,105.00 (82,625.00) 47,105.00 OS/01/2027 Cetera Investment Services Municipal Bonds 3.000% 2.199% 05/19/2020 08/15/2028 90,000.00 86,089.50 95,401.80 (9,312.30) 5,401.80 08/15/2025 Cetera Investment Services Municipal Bonds 1.692% 1.813% 11/24/2021 10/01/2028 180,000.00 156,108.60 179, 18%4 (23,080.14) (811.26) N/A Cetera Investment Services Municipal Bonds 3.000% 1.942% 08/19/2019 06/01/2029 115:000.00 105:169.80 125:961.80 (20,792.00) 10,961.80 N/A Cetera Investment Services Municipal Bonds 5.295% 4.363% 02/08/2024 10/01/2029 175,000.00 175,554.75 186,348.68 (10,793.93) 11,348.68 N/A Cetera Investment Services Municipal Bonds 4.000% 3.214% 03/22/2021 09/01/2031 60,000.00 57,635.40 64,292.00 (6,656.60) 4,292.00 09/01/2024 Cetera Investment Services Municipal Bonds 3.500% 2.699% 11/23/2021 02/01/2033 50:000.00 49:766.00 54:390.44 (4,624.44) 4:390.44 02/01/2025 Cetera Investment Services Municipal Bonds 3.250% 2.655% 08/1 9/201 9 06/01/2029 75,000.00 74,238.00 79,860.31 (5,622.31) 4,860.31 02/01/2025 Cetera Investment Services Municipal Bonds 3.125% 2.303% 11/23/2021 10/01/2034 50,000.00 47,710.50 54,773.69 (7,063.19) 4,773.69 04/01/2027 Cetera Investment Services Municipal Bonds 3.125% 2.456% 11/23/2021 OZ01/2035 50,000.00 47,231.00 54,236.11 (7,005.11) 4,236.11 OZ01/2026 Broker Total 50.3% 10,059,000.00 9,611,993.20 10,380,560.24 (801,441.24) 321,560.24 TOTAL INVESTMENTS 100.0% Product Type 4/30/2024 Total Value % of Total 3/31/2024 Total Value % of Total Monthly Change Maturity Less than 1 year 1 - 2 years Current Value $4,674,783.76 5,729,133.05 24.5% 30.0% MH Money Market $37,881.16 0.2% $57,732.61 0.3% ($19,851.45) CD's 4,356,976.07 22.8% 4,303,211.53 22.5% 53,764.54 2 - 3 years 4,328,269.17 22.6% Government Bonds 5,138,291.75 26.9% 5,152,196.35 26.9% (13,904.60) 3-4years 2,691,032.55 14.1% .. Municipal Bonds 9,579,119.00 50.1% 9,647,963.57 50.4% 68,844.57 4-5years 1,131,744.00 5.9% TOTAL $19112267.98 100.0% $19161104.06 100.0% $48836.08 5+years 557,305.45 2.9% TOTAL $19,112,267.98 100.0% Municipal Bonds Money Market CD's $6,000,000.00�, $5,729,133_ 50.1% Il li^. $5,000,000.00 .,.. $4,674,784..... $4,328,269 $4,000,000.00 .,, ... ......... ........ .................. $3,000,000.00 - -- _ $2,691,033 ___-- -----___- I$2,000,000.00 .. $1,131,744 $1,000,000.00 "'" ........... ........... " $557,"3 05 0 ....ill $0.00 Less than 1-2years 2-3years 3-4years 4-Syears 5+years year Government Bonds 26.9% ELECTRIC DIVISION Operating Revenue April 2024 CLASS AMOUNT KWH /KWH Street Lights $20.76 381 $0.05449 Electric Residential Service $396,930.73 3,500,418 $0.11340 All Electric Residential Service $17,144.89 153,489 $0.11170 Electric Small General Service $133,468.86 1,269,075 $0.10517 Electric Large General Service $560,014.01 6,147,820 $0.09109 Electric Large Industrial Service $680,629.86 9,142,000 $0.07445 Total $1,788,209.11 20,213,183 $0.08847 Power Adjustment $0.00000 Rate Without Power Adjustment $0.08847 Electric Division Year -to -Date M2024 $A--t 02023 $A--t ■2024 KWH110 02023 KWH110 10,000,000 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 Street Lights Residential All Elec. Small Gen. Large Gen. Large For Resale Total Resid. Srv. Srv. Industrial NOTE: Sales for resale includes capacity sales and energy for resale NATURAL GAS DIVISION Operating Revenue CLASS AMOUNT MCF /$ MCF Residential $295,195.40 27,994 $10.54495 Commercial $201,119.32 20,408 $9.85493 Large Industrial $26,873.87 3,124 $8.60239 Large Industrial Contracts $359,404.90 61,421 $5.85150 Total $882,593.49 112,947 $7.81423 Fuel Adjustment $0.00000 Rate Without Fuel Adjustment $7.81423 Natural Gas Division Year -to -Date ® 2024 $ Amount 0 2023 $ Amount ■ 2024 MCF 13 2023 MCF 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 Gas Residential Gas Commercial Large Industrial Large Industrial Total Contracts Monthly Report - Hutchinson Utilities Commission Year 2024 Month 04 -April Annual Report? 0 Yes �, No Hutchinson Utilities Commission Minimum duration Maximum duration Top-level Cause Substation Circuit Remove Major Events? Use APPA Event threshol IEEE 1366 Statistics Metric Apr 2024 Apr 2023 SAIDI 18.506 None SAIFI 0.349 None CAIDI 52.999 None ASAI 99.9556% 100% Momentary Interruptions 0 0 Sustained Interruptions 1 0 Circuit Ranking - Worst Performing Ranked by Outage Count Circuit Substation Fdr#16 Plant 1 Ranked by Customer Interruptions Circuit Substation Fdr#16 Plant 1 Number of Outages 1 Customer Interruptions 2,600 Ranked by Customer Minutes of Duration Circuit Substation Customer Minutes of Duration Fdr#16 Plant 1 137,800 Historical Monthly SAIDI Chart 20 Mo thly Ave age 15 ..................................... ......... 10 ;arc - 5 _ 0�w'��� May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr 2023 2023 2023 2023 2023 2023 2023 2023 2024 2024 2024 2024 Historical Monthly SAIFI Chart 0.40 Mo ithly 0.35 .................................... .... .... ..... Av age 0.30 0.25 0.20 .................................... . 0.15 0.10 0.05 _y „ , 0.00 May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr 2023 2023 2023 2023 2023 2023 2023 2023 2024 2024 2024 2024 SAIDI of monthly SAIDI values SAIFI of monthly SAIFI values Causes Ranked by Count Cause Vehicle Accident Causes Ranked by Duration Cause Count Duration Vehicle Accident 137,800 Top 1 Outages for the Month Customers Address Interrupted Duration Dale St and South Grade 2,600 53 Road Total Customers Affected for the Month: Average Customers Affected per Outage: ;"AI°on;11�1°"VMU,�II�' Customer Minutes of Interruption 137,800 Start Date 1*1116 :�f►�ii►Z! 2,600 2600 A1414-ol HUTCHINSON UTILITIES COMMISSION f tit ,c�,« Board Action Form Agenda Item: Review Policies Anqie Radke Review Policies BACKGROUND/EXPLANATION OFAGENDA ITEM: es As part of HUC's standard operating procedures, a continual policy review is practiced. This month, the following policies were reviewed and no changes are recommended on these policies at this time: Section 5 of Exempt Handbook Section 5 of Non -Exempt Handbook BOARD ACTION REQUESTED: None EXEMPT SECTION 5 — EMPLOYEE BENEFITS VACATION Exempt employees shall accrue paid vacation on the employment anniversary date according to the following schedule: Years Employed Upon Hire After 6 months 1 6 10 11 12 13 14 15 16 17 18 19+ Total Hrs. Earned 20 40 80 120 128 136 144 152 160 168 176 184 192 200 Vacation Earned Per Pay Period First 12 Pay Period Arrrnalc 1.53 3.08 First 25 Pay Period Accruals 3.08 4.62 4.93 5.24 5.54 5.85 6.16 6.47 6.77 7.08 7.39 7.70 Last Pay Period A rrrnal 1.64 3.04 Last Pay Period Accrual 3.00 4.50 4.75 5.00 5.50 5.75 6.00 6.25 6.75 7.00 7.25 7.50 Vacation may be used after completion of the probationary period. Employees must receive prior approval of their vacation requests from their Director, Manager or Supervisor. A vacation request for more than one day must be submitted at least two workdays in advance. (For example, if an employee is scheduled to work Wednesday, Thursday, Monday and the employee wants to take Monday afternoon as vacation, the employee must submit a request in person by Wednesday afternoon.) An employee may carry over up to a maximum of two times their annual vacation accrual into the subsequent calendar year. Vacation year is defined as a calendar year. After the first year of employment an employee is required to use a minimum of 40 hours of vacation per calendar year. If the Employer determines that due to workload, an employee cannot utilize sufficient accrued vacation, by mutual agreement between the employee and the Employer, either a temporary extension beyond the maximum carryover amount may be granted or a vacation payout of not to exceed 40 hours will be granted. Employees who are on vacation and experience a disabling accident or illness may use sick leave instead of vacation upon providing their Director, Manager or Supervisor appropriate proof of the accident or illness. HOLIDAYS Employees are eligible for holiday pay effective immediately upon hire. HUC shall observe the following days as holidays: • New Year's Day • Martin Luther King Day • President's Day • Memorial Day • Juneteenth • Fourth of July • Labor Day • Veteran's Day • Thanksgiving Day • Christmas Day If the holiday falls on a Sunday, the following Monday shall be the holiday. If the holiday falls on a Saturday, the preceding Friday shall be the holiday. If Christmas falls on a Tuesday, Wednesday, Thursday or Friday, then the preceding day shall be a Christmas Eve Day holiday. Additionally, there shall be two (2) floating holidays determined by mutual agreement between the employee and Director, Manager or Supervisor. If Christmas falls on a Saturday, Sunday, or Monday, there shall be no Christmas Eve Day holiday but there shall be three (3) floating holidays determined by mutual agreement between the employee and Director, Manager or Supervisor. Floating holidays must be used by the end of each calendar year. Employees shall be paid eight (8) hours straight time for each of the holidays. Temporary employees who work on a holiday shall be paid at the employee's regular base pay rate and shall not receive holiday pay for hours not worked. LIFE INSURANCE HUC provides group term life insurance with accidental death and dismemberment for all full- time employees. HUC also offers voluntary term life insurance for all full-time employees. Information on life insurance is available through human resources/payroll. HEALTH/DENTAL INSURANCE HUC provides an opportunity for employees to participate in a group health (HSA)/dental insurance program. Employees are eligible for coverage the first of the month following hire date. Contact human resources/payroll for information regarding benefits and participation levels. Contact the human resources/payroll for information about continuation of health/dental insurance coverage after leaving. For those employees who participate in the high deductible family plan, HUC will contribute $4,000 annually into the HSA and for those employees participating in the high deductible single plan, HUC will contribute $2,000 annually into the HSA. Contributions are made in bi-weekly installments. Based on Internal Revenue Service rules, an employee must be an eligible individual to qualify for an HSA including generally having no other health coverage that is not a high deductible health plan. Veterans of the United States armed forces who receive medical benefits from the Veterans Administration (VA) or employees who are enrolled in TRICARE, which is health insurance available to active duty and retired service and reserve members and their dependents, are therefore not eligible to qualify for an HSA, but are eligible to participate in the high deductible health plan. A veteran who receives medical benefits from the Veterans Administration (VA) or employees who are enrolled in TRICARE who participate in the high deductible family plan, but who is/are not eligible to qualify for an HSA, shall receive $4,000 annually in two equal installments in lieu of said monies being deposited in an HSA. A veteran who receives medical benefits from the Veterans Administration (VA) or employees who are enrolled in TRICARE who participates in the high deductible single plan, but who is/are not eligible to qualify for an HSA, shall receive $2,000 annually in two equal installments in lieu of said monies being deposited in an HSA. DISABILITY INSURANCE HUC pays the entire premium of a long-term disability insurance policy for all employees. Information on disability insurance is available through human resources/payroll. FAMILY AND MEDICAL LEAVE (FMLA) Pursuant to the Family and Medical Leave Act, employees are allowed up to 12 weeks unpaid leave during a 12-month period for the following reasons: • Birth or care of the newborn child of the employee • Placement with the employee of a child for adoption or foster care • Serious health condition of the employee that makes the employee unable to perform the functions of the position of such employee • In order to care for an employee's dependent child, spouse, or parent suffering from a serious health condition • Any qualifying exigency arising out of the fact that the spouse, or a son, daughter or parent of the employee is on active duty, or has been notified of an impending call or order to active duty) in the Armed Forces in support of a contingency operation. Up to twenty-six (26) weeks of protected leave per twelve (12) month period shall be granted to all eligible employees for the following reasons: • An eligible employee who is the spouse, son, daughter, parent, or next of kin of a covered service member shall be entitled to a total of 26 workweeks of leave during a twelve (12) month period to care for the service member. The leave described in this paragraph shall only be available during a single twelve (12) month period. • A covered service member is defined as a member of the Armed Forces, including a member of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a serious injury or illness. The term "serious injury or illness", in the case of a member of the Armed Forces, including a member of the National Guard or Reserves, means an injury or illness incurred by the member in the line of duty on active duty in the Armed Forces that may render the member medically unfit to perform the duties of the member's office, grade, rank, or rating. Spouses employed by HUC, both in regular positions, are jointly entitled to a combined total of 12 work weeks of family leave for the birth and care of a newborn child, for placement of a child for adoption or foster care, and to care for a parent who has a serious health condition. Spouses are entitled to a combined total of 26 weeks during a single twelve (12) month period to care for an eligible service member. During the single twelve (12) month period, an eligible employee shall be entitled to a combined total of 26 work weeks of total leave allowed under the FMLA. To be eligible for FMLA leave, the employee must have worked at least one year for HUC and worked at least 1,040 hours during the previous 12 months. In order to receive FMLA leave, the employee must request the leave by providing human resources/payroll 30-day's notice prior to the requested starting date of the leave. If 30-day's notice is not possible, the employee must provide as much notice as possible. Human resources/payroll shall provide the employee a "Medical Certificate" which must be completed by the employee's physician and returned to human resources/payroll. Pursuant to the FMLA, HUC may request a second opinion from another medical provider at HUC's expense. If the second opinion is different from the employee's physician's opinion, HUC shall seek a third opinion at HUC's expense. The third opinion shall prevail. HUC may require that a request for leave related to active duty or call to active duty be supported by a certification issued by the health care provider of the service member being cared for by the employee. The 12 weeks of available FMLA leave extend over 12 months. To determine whether the employee has any FMLA leave remaining, human resources/payroll shall review the 12 months preceding the request for FMLA. An employee may use the 12 weeks of FMLA leave intermittently over the 12-month period if necessary and may take the leave in increments of one hour or more. HUC may require a medical certificate attesting to the employee's fitness for duty prior to return to work. The fitness for duty report must be based on the particular health condition(s) for which the leave was approved and must address whether the employee can perform the essential functions of his/her regular position. An employee on FMLA leave for serious illness of the employee, the employee's spouse, dependent child or parent shall be required to use vacation or sick leave concurrent with the FMLA leave. HUC shall continue to pay its contribution toward health and dental insurance while an employee is on FMLA leave. The employee shall be required to continue payment of the employee portion of the premiums during the leave. If the employee fails to pay their portion of the premiums, HUC may terminate their insurance coverage subject to COBRA requirements. At the end of FMLA leave, an employee shall be returned to his/her former position or an equivalent position. For more information on FMLA leave, see human resources/payroll. PREGNANCY AND PARENTING LEAVE Pursuant to the Minnesota Pregnancy and Parenting Act, employees who have worked for HUC for at least twelve (12) months and average at least twenty (20) hours per week are entitled to take an unpaid leave of absence. Female employees are eligible for prenatal care, or incapacity due to pregnancy, childbirth, or related health conditions as well as a biological or adoptive parent in conjunction with the birth or adoption of a child are eligible for up to twelve (12) weeks of unpaid leave and must begin within twelve (12) months of the birth or adoption of the child. In the case where the child must remain in the hospital longer than the mother, the leave must begin within twelve (12) months after the child leaves the hospital. Eligible employees must provide thirty (30) days written notice to human resources/payroll of their desire to take parental leave. Employees are required to use their paid leave banks, such as sick leave or vacation. If the employee is also eligible for FMLA leave, the pregnancy and parenting leave under this section and FMLA leave shall run concurrently. The employee is entitled to return to work in the same position and at the same rate of pay the employee was receiving prior to commencement of the leave. Group insurance coverage will remain available while the employee is on leave pursuant to the Pregnancy and Parenting Leave Act, but the employee will be responsible for the entire premium unless otherwise provided in this policy (i.e., where leave is also FMLA qualifying). For employees on an FMLA leave absence as well, the employer contributions toward insurance benefits will continue during the FMLA leave absence. REASONABLE PAID WORK TIME FOR NURSING MOTHERS Nursing mothers will be provided reasonable paid break times to express milk for nursing her child for one year after the child's birth. HUC will provide a room (other than a bathroom) as close as possible to the employee's work area, that is shielded from view and free from intrusion from coworkers and the public and includes access to an electrical outlet, where the nursing mother can express milk in private. REASONABLE ACCOMMODATIONS TO AN EMPLOYEE FOR HEALTH CONDITIONS RELATING TO PREGNANCY HUC will attempt to provide a female employee who requests reasonable accommodation with the following for her health conditions related to her pregnancy or childbirth. • More frequent restroom, food and water breaks; • Seating; • Limits on lifting over 20 pounds and/or Temporary transfer to a less strenuous or hazardous position, should one be available. Unless such accommodations impose an undue hardship, HUC will engage in an interactive process with respect to an employee's request for a reasonable accommodation. SICK LEAVE 1. Sick leave shall be granted to all probationary and non -probationary employees at a rate of eight (8) hours per month. 2. Sick leave may be granted for absence from duty due to personal illness, or for the illness of an immediate family (See Definitions) member on the same terms the employee is able to use sick leave benefits for their own illness, including appointments for necessary medical, dental or eye care, legal quarantine, or brief emergency situation (not to exceed one day) in the immediate family (See Definitions). 3. Sick leave cannot be accumulated beyond 720 hours. After the accumulation of 720 hours, a payback of one-half of the amount over 720 hours shall be made annually on or about February 1. 4. Upon retirement or death before retirement, a payback of one-third of any unused sick leave which has been accumulated shall be made. If the employee resigns or is dismissed, the above payment shall not be made. In case of death during employment, the unused sick leave shall be paid to his/her estate on the same percentage as above. 5. Requests for sick leave consideration in case of other emergency situations may be brought to the Director, Manager or Supervisor. 6. A maximum of five days funeral leave may be allowed when necessary in the case of death in the immediate family (See Definitions). 7. If an employee becomes ill and must stay home from work, he/she shall notify their Director, Manager or Supervisor before their work day begins. 8. If an employee becomes ill during his/her regular work day, they shall notify their Director, Manager or Supervisor that it is necessary to leave due to illness. 9. Employees may be required to submit a medical certificate for any sick leave, at the discretion of the Director, Manager or Supervisor. 10. The use or claim of sick leave for apurpose not authorized may be cause for disciplinary action. 11. For the purpose of accumulating additional vacation or sick leave, an employee using earned vacation or sick leave is considered to be in a paid or working status. 12. Employees that are injured while engaged in after hours' employment of others or while self employed, shall not be covered under f UC's Sick Leave Policy, or Worker's Compensation benefits. 13. An employee who is determined to be eligible for workers compensation benefits during absence from duty shall receive such benefits pursuant to "Worker's Compensation" in the Employee Handbook. 14. HUC shall comply with the Family and Medical Leave Act, the Minnesota Parental Leave Act and the Americans with Disabilities Act. 15. Safety leave. Employees are authorized to use sick leave for reasonable absences for themselves or immediate family (See Definitions) who are providing or receiving assistance because they, or a relative, is a victim of sexual assault, domestic abuse, or stalking. Safety leave for those listed, other than the employee and the employee's child, is limited to 160 hours in any calendar year. After accrued sick leave has been exhausted, vacation leave may be used upon approval of the General Manager, to the extent the employee is entitled to such leave. EARNED SICK AND SAFE LEAVE This Policy defines Hutchinson Utilities' compliance with the Minnesota Earned Sick and Safe Time (ESST) law outlined in Minnesota Statutes, §§ 181.9445 to 181.9448, effective January 1, 2024. Earned Sick and Safe Leave (ESST) is paid leave employers must provide to employees in Minnesota that can be used for certain reasons. The hourly rate of paid ESST is the same hourly rate an employee earns from employment with Hutchinson Utilities. This ESST Policy applies to employees who work in the State of Minnesota as an employee of the County for at least eighty (80) hours in a year, including seasonal, temporary, on -call, casual employees; and all full-time and part-time employees. For purposes of ESST compliance, the leave year is defined as the calendar year — January 1 through December 31. FOR FULL-TIME EMPLOYEES: For purposes of satisfying ESST, Hutchinson Utilities has previously negotiated or provided to employees paid vacation and sick leave which meets or exceed ESST minimum requirements under the law. The first 48 hours of paid vacation/sick leave used will be cross -designated as ESST. If the employee chooses to use paid vacation/sick leave for reasons other than those outlined in this policy as ESST eligible hours, the employee will not be provided with additional ESST hours. While an employee may use paid vacation/sick leave hours for an ESST purpose, the employee will not be provided with additional ESST hours once available hours have been exhausted. Once an employee has used their yearly 48 hours of ESST (or up to a maximum of 80 hours if an employee has any ESST carry over from prior years), none of their remaining vacation/sick leave they subsequently accrue or use in that year will be designated as ESST. Accordingly, the provisions of Minn. Stat. §§ 181.9445 — 181.9448 or this policy do not apply to paid vacation/sick leave taken after an employee has used their yearly ESST entitlement. FOR SEASONAL EMPLOYEES: All seasonal employees are eligible to earn ESST when at least 80 hours of work are performed in a calendar year (January 1 — December 31). An employee who works at least 80 hours in a calendar year will earn one (1) hour of ESST leave for every 30 hours worked, up to a maximum accrual of 48 hours per calendar year. Employees begin accruing ESST on their first day of employment. Employees may roll over unused ESST to the next year up to a maximum accrual of 80 ESST hours. For the purposes of this policy, ESST leave used by an employee does not count towards hours worked. Accrued and unused ESST will not be paid out to seasonal employees upon separation from employment. Earned Sick and Safe Leave Use The leave may be used as it is accrued in the smallest increment of time tracked by the employer's payroll system and may be used for the following circumstances: • An employee's own: o Mental or physical illness, injury or other health condition o Need for medical diagnosis, care or treatment, of a mental or physical illness o injury or health condition o Need for preventative care o Closure of the employee's place of business due to weather or other public emergency o The employee's inability to work or telework because the employee is prohibited from working by the city due to health concerns related to the potential transmission of a communicable illness related to a public emergency, or seeking or awaiting the results of a diagnostic test for, or a medical diagnosis of, a communicable disease related to a public emergency and the employee has been exposed to a communicable disease or the city has requested a test or diagnosis. o Absence due to domestic abuse, sexual assault, or stalking of the employee provided the absence is to: ■ Seek medical attention related to physical or psychological injury or disability caused by domestic abuse, sexual assault, or stalking ■ Obtain services from a victim services organization ■ Obtain psychological or other counseling ■ Seek relocation or take steps to secure an existing home due to domestic abuse, sexual assault or stalking ■ Seek legal advice or take legal action, including preparing for or participating in any civil or criminal legal proceeding related to or resulting from domestic abuse, sexual assault, or stalking o Care of a family member: o With mental or physical illness, injury or other health condition Who needs medical diagnosis, care or treatment of a mental or physical illness, injury or other health condition Who needs preventative medical or health care Whose school or place of care has been closed due to weather or other public emergency When it has been determined by health authority or a health care professional that the presence of the family member of the employee in the community would jeopardize the health of others because of the exposure of the family member of the employee to a communicable disease, whether or not the family member has actually contracted the communicable disease o Absence due to domestic abuse, sexual assault or stalking of the employee's family member provided the absence is to: ■ Seek medical attention related to physical or psychological injury or disability caused by domestic abuse, sexual assault, or stalking ■ Obtain services from a victim services organization ■ Obtain psychological or other counseling ■ Seek relocation or take steps to secure an existing home due to domestic abuse, sexual assault or stalking ■ Seek legal advice or take legal action, including preparing for or participating in any civil or criminal legal proceeding related to or resulting from domestic abuse, sexual assault, or stalking For Earned Sick and Safe Leave purposes, family member includes an employee's: • Spouse or registered domestic partner • Child, foster child, adult child, legal ward, child for whom the employee is legal guardian, or child to whom the employee stands or stood in loco parentis • Sibling, step sibling or foster sibling • Biological, adoptive or foster parent, stepparent or a person who stood in loco parentis when the employee was a minor child • Grandchild, foster grandchild or step grandchild • Grandparent or step grandparent • A child of a sibling of the employee • A sibling of the parent of the employee or • A child -in-law or sibling -in-law • Any of the above family members of a spouse or registered domestic partner • Any other individual related by blood or whose close association with the employee is the equivalent of a family relationship • Up to one individual annually designated by the employee Advance Notice for use of Earned Sick and Safe Leave If the need for sick and safe leave is foreseeable, RUC requires seven days' advance notice. However, if the need is unforeseeable, employees must provide notice of the need for Earned Sick and Safe time as soon as practicable. When an employee uses Earned Sick and Safe time for more than three consecutive days, HUC may require appropriate supporting documentation (such as medical documentation supporting medical leave, court records or related documentation to support safety leave). However, if the employee or employee's family member did not receive services from a health care professional, or if documentation cannot be obtained from a health care professional in a reasonable time or without added expense, then reasonable documentation may include a written statement from the employee indicating that the employee is using, or used, Earned Sick and Safe Leave for a qualifying purpose. HUC will not require an employee to disclose details related to domestic abuse, sexual assault, or stalking or the details of the employee's or the employee's family member's medical condition. In accordance with state law, HUC will not require an employee using Earned Sick and Safe leave to find a replacement worker to cover the hours the employee will be absent. Retaliation prohibited HUC shall not discharge, discipline, penalize, interfere with, or otherwise retaliate or discriminate against an employee for asserting Earned Sick and Safe Leave rights, requesting an Earned Sick and Safe Leave absence, or pursuing remedies. Additionally, it is unlawful to report or threaten to report a person or a family member's immigration status for exercising a right under Earned Sick and Safe Leave. Any employee who believes that they have been wrongfully denied ESST, retaliated, or discriminated against for requesting or using ESST must immediately notify Human Resources. The use of ESST will not be factored into any attendance point system the Utility may use. An employee has the right to file a complaint or bring a civil action if ESST is denied by the Utility or if the employee is retaliated against for requesting or using ESST. An employee injured by a violation of this policy pursuant to sections §§ 181.9445 - 181.9448 may file a complaint with the Minnesota Department of Labor and Industry and bring a civil action to recover any and all damages recoverable by law. Questions regarding ESST or this policy should be directed to Human Resources. Employees may contact the Minnesota Department of Labor and Industry's Labor Standards Division at 651-284- 5075 or dli.laborstandards a)state.mn.us or visit the department's earned sick and safe time webpage at dli.mn.gov/sick-leave. Benefits and return to work protections During an employee's use of Earned Sick and Safe Leave, an employee will continue to receive HUC's employer insurance contribution as if they were working, and the employee will be responsible for any share of their insurance premiums. An employee returning from time off using accrued Earned Sick and Safe Leave is entitled to return to their HUC employment at the same rate of pay received when their leave began, plus any automatic pay adjustments that may have occurred during the employee's time off. Seniority during Earned Sick and Safe Leave absences will continue to accrue as if the employee has been continually employed. When there is a separation from employment with HUC and the employee is rehired again within 180 days of separation, previously accrued Earned Sick and Safe Leave that had not been used will be reinstated. An employee is entitled to use and accrue Earned Sick and Safe Leave at the commencement of reemployment. Disclaimer This policy is not a contract for employment. The Utility periodically may update this policy and reserves the right to interpret the policy as well as replace, modify, or revoke it at any time, upon reasonable notice. SICKNACATION LEAVE DONATION The HUC recognizes that a catastrophic illness and/or serious health condition of an employee or immediate family member (spouse or dependent child) may deplete an employee's available paid leave (sick/vacation/compensatory time). This policy is meant to provide employees with the option of assisting fellow employees at such a time. HUC employees having accrued sick or vacation leave shall be allowed to donate a portion of such accrued leave to fellow employees experiencing a catastrophic illness and/or serious health condition suffered by the employee, the employee's spouse, or the employee's dependent child(ren). A catastrophic illness and/or serious health condition includes but is not limited to, heart attack, stroke, organ transplant, or other life threatening illness or debilitating condition as defined by a physician's diagnosis. The donation of leave from one employee to another shall be subject to the following terms and conditions. 1. An employee is only eligible to receive donated leave for time lost from normal work hours due to a life threatening disease or condition as defined above. 2. An employee shall be eligible to receive donated leave only after the employee's accrued sick, vacation, and compensatory time have been exhausted. 3. All requests to receive donated leave must be in writing to human resources/payroll and must be accompanied by supporting medical data. No full time employee shall be allowed to receive more than a total of twenty (20) work days or 160 hours of donated leave per single major life threatening disease or condition unless requested and approved by the General Manager. There is no limit on catastrophic events per year. 4. An employee may only use donated leave up to the time of eligibility for a long-term disability benefit (if applicable), or for the maximum number of days allowed to be donated, whichever occurs first. 5. A full time employee may donate no more than sixteen (16) hours of leave per calendar year to a single fellow employee. This shall not be construed to prohibit donating sixteen (16) hours per year to additional employees. Leave donation shall be calculated using time and not an equivalent cash amount. 6. An employee who is donating paid leave must do so from the employee's accrued sick and/or vacation leave balance. A written request to donate leave must be made to human resources/payroll on forms designated by HUC for that purpose. All donations made shall be kept confidential. 7. The General Manager shall have the right to deny use of donated leave or limit its use if it is determined to be in the best interests of HUC. Donated leave shall be subtracted from the donor's accumulated balance and added to the requested employee as part of the payroll function. Donated time shall be processed and used by the date of submission until the eligible amount of donated leave is reached. Contributions of leave hours exceeding the eligible amount shall be returned to the donating employee, and shall not be transferred. Donated hours shall be used in the order they are received. TRAINING AND EDUCATION ASSISTANCE HUC encourages its employees to seek individual and career development through job -related training and education. HUC provides financial assistance for successful completion of qualifying programs and courses. Tuition, registration fees and other course -related fees would be reimbursed after successful completion of a course. To apply for education assistance, employees must submit a request to their Director, Manager, or Supervisor no later than five working days prior to registration. The Director, Manager or Supervisor and the General Manager must approve the course, seminar, or program. Only courses that are job -related and provide potential for career advancement with HUC are eligible for reimbursement. The following criteria must be met: The maximum amount of reimbursement will be $6,000 per calendar year. If coursework or tuition exceeds this amount, then the Director or General Manager will approach the Commission to request a waiver. To request a waiver, the coursework must be directly related to the employee's position within the company, or if the degree the employee is seeking is beneficial to the company; in other words, it would be difficult to hire someone who already has that degree. Reimbursement is contingent on receiving a "pass" or minimum grade of "C". Employee must study on their own time. Use of HUC computers is allowed in accordance with the IT policy. An employee must remain employed at HUC for twenty-four (24) calendar months after completion of a course, or must repay HUC all reimbursements received for the course. WORKPLACE ACCOMMODATION HUC shall make workplace accommodations in accordance with state and federal law. An employee who believes he or she qualifies for a reasonable accommodation under the Americans with Disabilities Act (ADA) shall submit a request for accommodations to the General Manager. HUC shall engage in an interactive process with employees who request accommodation in order to identify the specific physical and mental abilities and limitations as they relate to essential job functions; barriers to the performance of essential job functions; and how these barriers could be overcome with reasonable accommodation. The employee may be requested to provide written documentation from a healthcare provider relating to the employee's medical condition and request for accommodation. If an employee refuses to provide such written documentation and/or sign an authorization allowing HUC to contact the healthcare provider, HUC will evaluate the employee's request based on the information available to HUC. HUC shall, in the process of evaluating potential accommodations, determine which, if any, potential accommodations present an undue hardship to HUC or the department in which the employee works. UNPAID EXTENDED LEAVE OF ABSENCE The General Manager may grant an employee's request for an extended leave of absence without pay. The unpaid leave of absence shall be a minimum length of one month and a maximum length of six months. Employees on an extended leave of absence for one month or longer which is not governed by the FMLA, are required to pay the full cost of any health, long-term disability or life insurance premium during the leave of the absence. Employees on unpaid leave of absence shall not earn vacation and sick leave. No employee shall be granted a leave of absence in order to accept a different position with another employer. Acceptance of a full-time position with another employer shall be deemed a resignation of the employee's position with RUC. FAMILY DEATH Employees may take a leave of absence with pay in the event of a death in the employee's immediate family. Time allowed with pay for exempt employees may not exceed five (5) days per family member. Employees may be allowed up to twenty (20) hours of paid leave for the employee's aunt or uncle. The paid time off will not be deducted from the employee's paid leave banks. If an employee is called to participate in the funeral services for the death of a person who is not a member of the employee's immediate family, an employee will receive four hours paid leave of absence. EMERGENCY LEAVE The General Manager may approve time off without pay to an employee who has no vacation or compensatory time available, if in the General Manager's discretion, the employee is experiencing an emergency requiring the employee's attention. MILITARY LEAVE HUC shall comply with Minnesota statutes relating to military leave. JURY, WITNESS OR BOARD DUTY A regular full-time and part-time employee called to jury duty will be granted paid leaves of absence. Employees are required to notify their supervisor as soon as possible after receiving notice to report for jury duty. Such employees will be required to turn over any compensation they receive for jury duty, minus mileage reimbursement, to HUC in order to receive their regular wages for the period. Time spent on jury duty will not be counted as time worked in computing overtime. Employees excused or released from jury duty during their regular working hours will report to their regular work duties as soon as reasonably possible or will take accrued vacation or compensatory time to make up the difference. Employees will be paid their regular wage to testify in court for HUC-related business or to serve on a work -related board or committee which pays a per diem. Any compensation received for court appearances (e.g. subpoena fees) or as meeting per diems arising out of or in connection with HUC employment, minus mileage reimbursement, must be turned over to HUC. VOLUNTEER FIRE OR RESCUE SQUAD DUTY In the event of an HUC emergency, the General Manager reserves the right to retain essential employees from Hutchinson volunteer fire or rescue squad duties or require employees to return to their HUC duties and assist the operation of HUC. HUC employees who are called out as members of the Hutchinson volunteer fire or rescue squad while on duty with HUC will be paid up to four hours regular pay while on the emergency call. SCHOOL CONFERENCE LEAVE Any employee who has worked half-time or more may take unpaid leave for up to a total of sixteen (16) hours during any 12-month period to attend school conferences or classroom activities related to the employee's child (under 18 or under 20 and still attending secondary school), provided the conference or school related activities cannot be scheduled during non - work hours. When the leave cannot be scheduled during non -work hours and the need for the leave is foreseeable, the employee must provide reasonable prior notice of the leave and make a reasonable effort to schedule the leave so as not to disrupt unduly the operations of HUC. Employees may choose to use vacation leave hours or compensatory time for this absence, but are not required to do so. BONE MARROW/ORGAN DONATION LEAVE Employees working an average of 20 or more hours per week must be granted paid leave, not to exceed 40 hours unless agreed to by HUC, to undergo medical procedures to donate bone marrow or to donate an organ or partial organ. HUC may require a physician's verification of the purpose and length of the leave requested. If there is a medical determination that the employee does not qualify as a bone marrow or organ donor, the paid leave of absence granted to the employee prior to that medical determination is not forfeited. RETIREMENT PROGRAM HUC is a member of the State Public Employees Retirement Association ("PERA") and also participates in the federal FICA (Social Security) program. Full-time employees must become members of PERA effective the date of employment. Both HUC and the employee contribute to PERA. Information on PERA is available from Human Resources. DEFERRED COMPENSATION HUC offers a 457 deferred compensation plan, which allows employees to place a portion of their earnings through payroll deduction into a tax deferred investment program. Taxes on money set aside are deferred until the time the money is withdrawn. HUC does not contribute to this 457 deferred compensation plan. For enrollment information, contact payroll. PERSONAL USE OF UTILITY FACILITIES AND EQUIPMENT No employee may use HUC facilities or equipment for personal use. RECOGNITION POLICY - SERVICE AWARDS AND RETIREMENT GIFTS Obiective Service awards and retirement gifts are provided to recognize and reward employees for service with the company. Awards are granted without regard to position or salary. Scope of Policy Full-time, active employees are eligible for a service award for every five (5) years of service completed. The service awards may increase in value based on longevity, per the table listed in Service Award Procedures below. Service Credit Service credit for service awards will count from the first day an individual is considered a full- time employee of HUC and continue while the employee remains on full-time, active status. If an individual has a break in service, their service credit may resume accumulating when they return to full-time status, depending on the nature of the break. Service Award Procedures HUC will inform the individual employee of their eligibility for a service award. Eligible employees may select a gift card in the amount noted on the table below. Employee will receive a Certificate of Appreciation signed by the General Manager and presented to them at the Recognition Banquet. Gift cards must be for personal, tangible property and may not be redeemed for cash. Amount Years of Service $50 5 Years $100 10 Years $125 15 Years $150 20 Years $175 25 Years $200 30 Years $250 35 Years $300 40 Years Retirement Recognition Procedures Retirees have the option of a potluck luncheon in their honor. A gift from HUC valued at no greater than $300 will be given to the retiree. The immediate supervisor will be responsible for coordinating the purchase of the gift. Non -Exempt SECTION 5 — EMPLOYEE BENEFITS VACATION See Union Contract. HOLIDAYS Employees are eligible for holiday pay effective immediately upon hire. HUC shall observe the following days as holidays: • New Year's Day • Martin Luther King Day • President's Day • Memorial Day • Juneteenth • Fourth of July • Labor Day • Veteran's Day • Thanksgiving Day • Christmas Day If the holiday falls on a Sunday, the following Monday shall be the holiday. If the holiday falls on a Saturday, the preceding Friday shall be the holiday. If Christmas falls on a Tuesday, Wednesday, Thursday or Friday, then the preceding day shall be a Christmas Eve Day holiday. Additionally, there shall be two (2) floating holidays determined by mutual agreement between the employee and Director or Manager. If Christmas falls on a Saturday, Sunday, or Monday, there shall be no Christmas Eve Day holiday but there shall be three (3) floating holidays determined by mutual agreement between the employee and Director or Manager. Floating holidays must be used by the end of each calendar year. Employees shall be paid eight (8) hours straight time for each of the holidays. However, those employees governed by the Memorandum of Agreement, must comply with section 13.2 of that Agreement. Temporary employees who work on a holiday shall be paid at the employee's regular base pay rate and shall not receive holiday pay for hours not worked. LIFE INSURANCE HUC provides group term life insurance with accidental death and dismemberment for all full- time employees. HUC also offers voluntary term life insurance for all full-time employees. Information on life insurance is available through human resources/payroll. HEALTH/DENTAL INSURANCE HUC provides an opportunity for employees to participate in a group (HSA)/dental insurance program. Employees are eligible for coverage the first of the month following hire date. Contact human resources/payroll for information regarding benefits and participation levels. Contact human resources/payroll for information about continuation of health/dental insurance coverage after leaving. See Union Contract. DISABILITY INSURANCE HUC pays the entire premium of a long-term disability insurance policy for all employees. Information on disability insurance is available through human resources/payroll. FAMILY AND MEDICAL LEAVE (FMLA) Pursuant to the Family and Medical Leave Act, employees are allowed up to 12 weeks unpaid leave during a 12-month period for the following reasons: • Birth or care of the newborn child of the employee • Placement with the employee of a child for adoption or foster care • Serious health condition of the employee that makes the employee unable to perform the functions of the position of such employee • In order to care for an employee's dependent child, spouse, or parent suffering from a serious health condition • Any qualifying exigency arising out of the fact that the spouse, or a son, daughter or parent of the employee is on active duty, or has been notified of an impending call or order to active duty) in the Armed Forces in support of a contingency operation. Up to twenty-six (26) weeks of protected leave per twelve (12) month period shall be granted to all eligible employees for the following reasons: • An eligible employee who is the spouse, son, daughter, parent, or next of kin of a covered service member shall be entitled to a total of 26 workweeks of leave during a twelve (12) month period to care for the service member. The leave described in this paragraph shall only be available during a single twelve (12) month period. • A covered service member is defined as a member of the Armed Forces, including a member of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a serious injury or illness. The term "serious injury or illness", in the case of a member of the Armed Forces, including a member of the National Guard or Reserves, means an injury or illness incurred by the member in the line of duty on active duty in the Armed Forces that may render the member medically unfit to perform the duties of the member's office, grade, rank, or rating. Spouses employed by HUC, both in regular positions, are jointly entitled to a combined total of 12 work weeks of family leave for the birth and care of a newborn child, for placement of a child for adoption or foster care, and to care for a parent who has a serious health condition. Spouses are entitled to a combined total of 26 weeks during a single twelve (12) month period to care for an eligible service member. During the single twelve (12) month period, an eligible employee shall be entitled to a combined total of 26 work weeks of total leave allowed under the FMLA. To be eligible for FMLA leave, the employee must have worked at least one year for HUC and worked at least 1,040 hours during the previous 12 months. In order to receive FMLA leave, the employee must request the leave by providing human resources/payroll 30-day's notice prior to the requested starting date of the leave. If 30-day's notice is not possible, the employee must provide as much notice as possible. Human resources/payroll shall provide the employee a "Medical Certificate" which must be completed by the employee's physician and returned to human resources/payroll. Pursuant to the FMLA, HUC may request a second opinion from another medical provider at HUC's expense. If the second opinion is different from the employee's physician's opinion, HUC shall seek a third opinion at HUC's expense. The third opinion shall prevail. HUC may require that a request for leave related to active duty or call to active duty be supported by a certification issued by the health care provider of the service member being cared for by the employee. The 12 weeks of available FMLA leave extend over 12 months. To determine whether the employee has any FMLA leave remaining, human resources/payroll shall review the 12 months preceding the request for FMLA leave. An employee may use the 12 weeks of FMLA leave intermittently over the 12-month period if necessary and may take the leave in increments of one hour or more. HUC may require a medical certificate attesting to the employee's fitness for duty prior to return to work. The fitness for duty report must be based on the particular health condition(s) for which the leave was approved and must address whether the employee can perform the essential functions of his/her regular position. An employee on FMLA leave for serious illness of the employee, the employee's spouse, dependent child or parent shall be required to use vacation or sick leave concurrent with the FMLA leave. HUC shall continue to pay its contribution toward health and dental insurance while an employee is on FMLA leave. The employee shall be required to continue payment of the employee portion of the premiums during the leave. If the employee fails to pay their portion of the premiums, HUC may terminate their insurance coverage subject to COBRA requirements. At the end of FMLA leave, an employee shall be returned to his/her former position or an equivalent position. For more information on FMLA leave, see human resources/payroll. PREGNANCY AND PARENTING LEAVE Pursuant to the Minnesota Pregnancy and Parenting Act, employees who have worked for HUC for at least twelve (12) months and average at least twenty (20) hours per week are entitled to take an unpaid leave of absence. Female employees are eligible for prenatal care, or incapacity due to pregnancy, childbirth, or related health conditions as well as a biological or adoptive parent in conjunction with the birth or adoption of a child are eligible for up to twelve (12) weeks of unpaid leave and must begin within twelve (12) months of the birth or adoption of the child. In the case where the child must remain in the hospital longer than the mother, the leave must begin within twelve (12) months after the child leaves the hospital. Eligible employees must provide thirty (30) days written notice to human resources/payroll of their desire to take parental leave. Employees are required to use their paid leave banks, such as sick leave or vacation. If the employee is also eligible for FMLA leave, the pregnancy and parenting leave under this section and FMLA leave shall run concurrently. The employee is entitled to return to work in the same position and at the same rate of pay the employee was receiving prior to commencement of the leave. Group insurance coverage will remain available while the employee is on leave pursuant to the Pregnancy and Parenting Leave Act, but the employee will be responsible for the entire premium unless otherwise provided in this policy (i.e., where leave is also FMLA qualifying). For employees on an FMLA leave absence as well, the employer contributions toward insurance benefits will continue during the FMLA leave absence. REASONABLE PAID WORK TIME FOR NURSING MOTHERS Nursing mothers will be provided reasonable paid break times to express milk for nursing her child for one year after the child's birth. HUC will provide a room (other than a bathroom) as close as possible to the employee's work area, that is shielded from view and free from intrusion from coworkers and the public and includes access to an electrical outlet, where the nursing mother can express milk in private. REASONABLE ACCOMMODATIONS TO AN EMPLOYEE FOR HEALTH CONDITIONS RELATING TO PREGNANCY HUC will attempt to provide a female employee who requests reasonable accommodation with the following for her health conditions related to her pregnancy or childbirth. • More frequent restroom, food and water breaks; • Seating; • Limits on lifting over 20 pounds and/or Temporary transfer to a less strenuous or hazardous position, should one be available. Unless such accommodations impose an undue hardship, HUC will engage in an interactive process with respect to an employee's request for a reasonable accommodation. SICK LEAVE 1. Sick leave shall be granted to all probationary and non -probationary employees at a rate of eight (8) hours per month. 2. Sick leave may be granted for absence from duty due to personal illness, or for the illness of an immediate family (See Definitions) member on the same terms the employee is able to use sick leave benefits for their own illness, including appointments for necessary medical, dental or eye care, legal quarantine, or brief emergency situation (not to exceed one day) in the immediate family (See Definitions). 3. Sick leave cannot be accumulated beyond 720 hours. After the accumulation of 720 hours, a payback of one-half of the amount over 720 hours shall be made annually on or about February 1. This will be deposited in the Health Care Savings Plan (HCSP). 4. Upon retirement or death before retirement, a payback of one-third of any unused sick leave which has been accumulated shall be made. If the employee resigns or is dismissed, the above payment shall not be made. In case of death during employment, the unused sick leave shall be paid to his/her estate on the same percentage as above. This will be deposited in the Health Care Savings Plan (HCSP). 5. Requests for sick leave consideration in case of other emergency situations may be brought to the Director, Manager or Supervisor. 6. A maximum of five days funeral leave may be allowed when necessary in the case of death in the immediate family (See Definitions). 7. If an employee becomes ill and must stay home from work, he/she shall notify their Director, Manager or Supervisor before their work day begins. 8. If an employee becomes ill during his/her regular work day, they shall notify their Director, Manager or Supervisor that it is necessary to leave due to illness. 9. Employees may be required to submit a medical certificate for any sick leave, at the discretion of the Director, Manager or Supervisor. 10. The use or claim of sick leave for apurpose not authorized may be cause for disciplinary action. 11. For the purpose of accumulating additional vacation or sick leave, an employee using earned vacation or sick leave is considered to be in a paid or working status. 12. Employees that are injured while engaged in after hours' employment of others or while self employed, shall not be covered under HUC's Sick Leave Policy, or Worker's Compensation benefits. 13. An employee who is determined to be eligible for workers compensation benefits during absence from duty shall receive such benefits pursuant to "Worker's Compensation" in the Employee Handbook. 14. HUC shall comply with the Family and Medical Leave Act, the Minnesota Parental Leave Act and the Americans with Disabilities Act. 15. Safety leave. Employees are authorized to use sick leave for reasonable absences for themselves or immediate family (See Definitions) who are providing or receiving assistance because they, or a relative, is a victim of sexual assault, domestic abuse, or stalking. Safety leave for those listed, other than the employee and the employee's child, is limited to 160 hours in any calendar year. After accrued sick leave has been exhausted, vacation leave may be used upon approval of the General Manager, to the extent the employee is entitled to such leave. EARNED SICK AND SAFE LEAVE This Policy defines Hutchinson Utilities' compliance with the Minnesota Earned Sick and Safe Time (ESST) law outlined in Minnesota Statutes, §§ 181.9445 to 181.9448, effective January 1, 2024. Earned Sick and Safe Leave (ESST) is paid leave employers must provide to employees in Minnesota that can be used for certain reasons. The hourly rate of paid ESST is the same hourly rate an employee earns from employment with Hutchinson Utilities. This ESST Policy applies to employees who work in the State of Minnesota as an employee of the County for at least eighty (80) hours in a year, including seasonal, temporary, on -call, casual employees; and all full-time and part-time employees. For purposes of ESST compliance, the leave year is defined as the calendar year — January 1 through December 31. FOR FULL-TIME EMPLOYEES: For purposes of satisfying ESST, Hutchinson Utilities has previously negotiated or provided to employees paid vacation and sick leave which meets or exceed ESST minimum requirements under the law. The first 48 hours of paid vacation/sick leave used will be cross -designated as ESST. If the employee chooses to use paid vacation/sick leave for reasons other than those outlined in this policy as ESST eligible hours, the employee will not be provided with additional ESST hours. While an employee may use paid vacation/sick leave hours for an ESST purpose, the employee will not be provided with additional ESST hours once available hours have been exhausted. Once an employee has used their yearly 48 hours of ESST (or up to a maximum of 80 hours if an employee has any ESST carry over from prior years), none of their remaining vacation/sick leave they subsequently accrue or use in that year will be designated as ESST. Accordingly, the provisions of Minn. Stat. §§ 181.9445 — 181.9448 or this policy do not apply to paid vacation/sick leave taken after an employee has used their yearly ESST entitlement. FOR SEASONAL EMPLOYEES: All seasonal employees are eligible to earn ESST when at least 80 hours of work are performed in a calendar year (January 1 — December 31). An employee who works at least 80 hours in a calendar year will earn one (1) hour of ESST leave for every 30 hours worked, up to a maximum accrual of 48 hours per calendar year. Employees begin accruing ESST on their first day of employment. Employees may roll over unused ESST to the next year up to a maximum accrual of 80 ESST hours. For the purposes of this policy, ESST leave used by an employee does not count towards hours worked. Accrued and unused ESST will not be paid out to seasonal employees upon separation from employment. Earned Sick and Safe Leave Use The leave may be used as it is accrued in the smallest increment of time tracked by the employer's payroll system and may be used for the following circumstances: • An employee's own: o Mental or physical illness, injury or other health condition o Need for medical diagnosis, care or treatment, of a mental or physical illness o injury or health condition o Need for preventative care o Closure of the employee's place of business due to weather or other public emergency o The employee's inability to work or telework because the employee is prohibited from working by the city due to health concerns related to the potential transmission of a communicable illness related to a public emergency, or seeking or awaiting the results of a diagnostic test for, or a medical diagnosis of, a communicable disease related to a public emergency and the employee has been exposed to a communicable disease or the city has requested a test or diagnosis. o Absence due to domestic abuse, sexual assault, or stalking of the employee provided the absence is to: ■ Seek medical attention related to physical or psychological injury or disability caused by domestic abuse, sexual assault, or stalking ■ Obtain services from a victim services organization ■ Obtain psychological or other counseling ■ Seek relocation or take steps to secure an existing home due to domestic abuse, sexual assault or stalking ■ Seek legal advice or take legal action, including preparing for or participating in any civil or criminal legal proceeding related to or resulting from domestic abuse, sexual assault, or stalking o Care of a family member: o With mental or physical illness, injury or other health condition Who needs medical diagnosis, care or treatment of a mental or physical illness, injury or other health condition Who needs preventative medical or health care Whose school or place of care has been closed due to weather or other public emergency When it has been determined by health authority or a health care professional that the presence of the family member of the employee in the community would jeopardize the health of others because of the exposure of the family member of the employee to a communicable disease, whether or not the family member has actually contracted the communicable disease o Absence due to domestic abuse, sexual assault or stalking of the employee's family member provided the absence is to: ■ Seek medical attention related to physical or psychological injury or disability caused by domestic abuse, sexual assault, or stalking ■ Obtain services from a victim services organization ■ Obtain psychological or other counseling ■ Seek relocation or take steps to secure an existing home due to domestic abuse, sexual assault or stalking ■ Seek legal advice or take legal action, including preparing for or participating in any civil or criminal legal proceeding related to or resulting from domestic abuse, sexual assault, or stalking For Earned Sick and Safe Leave purposes, family member includes an employee's: • Spouse or registered domestic partner • Child, foster child, adult child, legal ward, child for whom the employee is legal guardian, or child to whom the employee stands or stood in loco parentis • Sibling, step sibling or foster sibling • Biological, adoptive or foster parent, stepparent or a person who stood in loco parentis when the employee was a minor child • Grandchild, foster grandchild or step grandchild • Grandparent or step grandparent • A child of a sibling of the employee • A sibling of the parent of the employee or • A child -in-law or sibling -in-law • Any of the above family members of a spouse or registered domestic partner • Any other individual related by blood or whose close association with the employee is the equivalent of a family relationship • Up to one individual annually designated by the employee Advance Notice for use of Earned Sick and Safe Leave If the need for sick and safe leave is foreseeable, RUC requires seven days' advance notice. However, if the need is unforeseeable, employees must provide notice of the need for Earned Sick and Safe time as soon as practicable. When an employee uses Earned Sick and Safe time for more than three consecutive days, HUC may require appropriate supporting documentation (such as medical documentation supporting medical leave, court records or related documentation to support safety leave). However, if the employee or employee's family member did not receive services from a health care professional, or if documentation cannot be obtained from a health care professional in a reasonable time or without added expense, then reasonable documentation may include a written statement from the employee indicating that the employee is using, or used, Earned Sick and Safe Leave for a qualifying purpose. HUC will not require an employee to disclose details related to domestic abuse, sexual assault, or stalking or the details of the employee's or the employee's family member's medical condition. In accordance with state law, HUC will not require an employee using Earned Sick and Safe leave to find a replacement worker to cover the hours the employee will be absent. Retaliation prohibited HUC shall not discharge, discipline, penalize, interfere with, or otherwise retaliate or discriminate against an employee for asserting Earned Sick and Safe Leave rights, requesting an Earned Sick and Safe Leave absence, or pursuing remedies. Additionally, it is unlawful to report or threaten to report a person or a family member's immigration status for exercising a right under Earned Sick and Safe Leave. Any employee who believes that they have been wrongfully denied ESST, retaliated, or discriminated against for requesting or using ESST must immediately notify Human Resources. The use of ESST will not be factored into any attendance point system the Utility may use. An employee has the right to file a complaint or bring a civil action if ESST is denied by the Utility or if the employee is retaliated against for requesting or using ESST. An employee injured by a violation of this policy pursuant to sections §§ 181.9445 - 181.9448 may file a complaint with the Minnesota Department of Labor and Industry and bring a civil action to recover any and all damages recoverable by law. Questions regarding ESST or this policy should be directed to Human Resources. Employees may contact the Minnesota Department of Labor and Industry's Labor Standards Division at 651-284- 5075 or dli.laborstandards a)state.mn.us or visit the department's earned sick and safe time webpage at dli.mn.gov/sick-leave. Benefits and return to work protections During an employee's use of Earned Sick and Safe Leave, an employee will continue to receive HUC's employer insurance contribution as if they were working, and the employee will be responsible for any share of their insurance premiums. An employee returning from time off using accrued Earned Sick and Safe Leave is entitled to return to their HUC employment at the same rate of pay received when their leave began, plus any automatic pay adjustments that may have occurred during the employee's time off. Seniority during Earned Sick and Safe Leave absences will continue to accrue as if the employee has been continually employed. When there is a separation from employment with HUC and the employee is rehired again within 180 days of separation, previously accrued Earned Sick and Safe Leave that had not been used will be reinstated. An employee is entitled to use and accrue Earned Sick and Safe Leave at the commencement of reemployment. Disclaimer This policy is not a contract for employment. The Utility periodically may update this policy and reserves the right to interpret the policy as well as replace, modify, or revoke it at any time, upon reasonable notice. SICKNACATION LEAVE DONATION The HUC recognizes that a catastrophic illness and/or serious health condition of an employee or immediate family member (spouse or dependent child) may deplete an employee's available paid leave (sick/vacation/compensatory time). This policy is meant to provide employees with the option of assisting fellow employees at such a time. HUC employees having accrued sick or vacation leave shall be allowed to donate a portion of such accrued leave to fellow employees experiencing a catastrophic illness and/or serious health condition suffered by the employee, the employee's spouse, or the employee's dependent child(ren). A catastrophic illness and/or serious health condition includes but is not limited to, heart attack, stroke, organ transplant, or other life threatening illness or debilitating condition as defined by a physician's diagnosis. The donation of leave from one employee to another shall be subject to the following terms and conditions. 1. An employee is only eligible to receive donated leave for time lost from normal work hours due to a life threatening disease or condition as defined above. 2. An employee shall be eligible to receive donated leave only after the employee's accrued sick, vacation, and compensatory time have been exhausted. 3. All requests to receive donated leave must be in writing to human resources/payroll and must be accompanied by supporting medical data. No full time employee shall be allowed to receive more than a total of twenty (20) work days or 160 hours of donated leave per single major life threatening disease or condition unless requested and approved by the General Manager. There is no limit on catastrophic events per year. 4. An employee may only use donated leave up to the time of eligibility for a long-term disability benefit (if applicable), or for the maximum number of days allowed to be donated, whichever occurs first. 5. A full time employee may donate no more than sixteen (16) hours of leave per calendar year to a single fellow employee. This shall not be construed to prohibit donating sixteen (16) hours per year to additional employees. Leave donation shall be calculated using time and not an equivalent cash amount. 6. An employee who is donating paid leave must do so from the employee's accrued sick and/or vacation leave balance. A written request to donate leave must be made to human resources/payroll on forms designated by HUC for that purpose. All donations made shall be kept confidential. 7. The General Manager shall have the right to deny use of donated leave or limit its use if it is determined to be in the best interests of HUC. Donated leave shall be subtracted from the donor's accumulated balance and added to the requested employee as part of the payroll function. Donated time shall be processed and used by the date of submission until the eligible amount of donated leave is reached. Contributions of leave hours exceeding the eligible amount shall be returned to the donating employee, and shall not be transferred. Donated hours shall be used in the order they are received. TRAINING AND EDUCATION ASSISTANCE HUC encourages its employees to seek individual and career development through job -related training and education. HUC provides financial assistance for successful completion of qualifying programs and courses. Tuition, registration fees and other course -related fees would be reimbursed after successful completion of a course. To apply for education assistance, employees must submit a request to their Director, Manager, or Supervisor no later than five working days prior to registration. The Director, Manager or Supervisor and the General Manager must approve the course, seminar, or program. Only courses that are job -related and provide potential for career advancement with HUC are eligible for reimbursement. The following criteria must be met: The maximum amount of reimbursement will be $6,000 per calendar year. If coursework or tuition exceeds this amount, then the Director or General Manager will approach the Commission to request a waiver. To request a waiver, the coursework must be directly related to the employee's position within the company, or if the degree the employee is seeking is beneficial to the company; in other words, it would be difficult to hire someone who already has that degree. Reimbursement is contingent on receiving a "pass" or minimum grade of "C". Employee must study on their own time. Use of HUC computers is allowed in accordance with the IT policy. An employee must remain employed at HUC for twenty-four (24) calendar months after completion of a course, or must repay HUC all reimbursements received for the course. WORKPLACE ACCOMMODATION HUC shall make workplace accommodations in accordance with state and federal law. An employee who believes he or she qualifies for a reasonable accommodation under the Americans with Disabilities Act (ADA) shall submit a request for accommodations to the General Manager. HUC shall engage in an interactive process with employees who request accommodation in order to identify the specific physical and mental abilities and limitations as they relate to essential job functions; barriers to the performance of essential job functions; and how these barriers could be overcome with reasonable accommodation. The employee may be requested to provide written documentation from a healthcare provider relating to the employee's medical condition and request for accommodation. If an employee refuses to provide such written documentation and/or sign an authorization allowing HUC to contact the healthcare provider, HUC will evaluate the employee's request based on the information available to HUC. HUC shall, in the process of evaluating potential accommodations, determine which, if any, potential accommodations present an undue hardship to HUC or the department in which the employee works. UNPAID EXTENDED LEAVE OF ABSENCE The General Manager may grant an employee's request for an extended leave of absence without pay. The unpaid leave of absence shall be a minimum length of one month and a maximum length of six months. Employees on an extended leave of absence for one month or longer which is not governed by the FMLA, are required to pay the full cost of any health, long-term disability or life insurance premium during the leave of the absence. Employees on unpaid leave of absence shall not earn vacation and sick leave. No employee shall be granted a leave of absence in order to accept a different position with another employer. Acceptance of a full-time position with another employer shall be deemed a resignation of the employee's position with RUC. FAMILY DEATH See Union Contract. EMERGENCY LEAVE The General Manager may approve time off without pay to an employee who has no vacation or compensatory time available, if in the General Manager's discretion, the employee is experiencing an emergency requiring the employee's attention. MILITARY LEAVE HUC shall comply with Minnesota statutes relating to military leave. JURY, WITNESS OR BOARD DUTY A regular full-time and part-time employee called to jury duty will be granted paid leaves of absence. Employees are required to notify their supervisor as soon as possible after receiving notice to report for jury duty. Such employees will be required to turn over any compensation they receive for jury duty, minus mileage reimbursement, to HUC in order to receive their regular wages for the period. Time spent on jury duty will not be counted as time worked in computing overtime. Employees excused or released from jury duty during their regular working hours will report to their regular work duties as soon as reasonably possible or will take accrued vacation or compensatory time to make up the difference. Employees will be paid their regular wage to testify in court for HUC-related business or to serve on a work -related board or committee which pays a per diem. Any compensation received for court appearances (e.g. subpoena fees) or as meeting per diems arising out of or in connection with HUC employment, minus mileage reimbursement, must be turned over to HUC. VOLUNTEER FIRE OR RESCUE SQUAD DUTY In the event of an HUC emergency, the General Manager reserves the right to retain essential employees from Hutchinson volunteer fire or rescue squad duties or require employees to return to their HUC duties and assist the operation of HUC. HUC employees who are called out as members of the Hutchinson volunteer fire or rescue squad while on duty with HUC will be paid up to four hours regular pay while on the emergency call. SCHOOL CONFERENCE LEAVE Any employee who has worked half-time or more may take unpaid leave for up to a total of sixteen (16) hours during any 12-month period to attend school conferences or classroom activities related to the employee's child (under 18 or under 20 and still attending secondary school), provided the conference or school related activities cannot be scheduled during non - work hours. When the leave cannot be scheduled during non -work hours and the need for the leave is foreseeable, the employee must provide reasonable prior notice of the leave and make a reasonable effort to schedule the leave so as not to disrupt unduly the operations of HUC. Employees may choose to use vacation leave hours or compensatory time for this absence, but are not required to do so. BONE MARROW/ORGAN DONATION LEAVE Employees working an average of 20 or more hours per week must be granted paid leave, not to exceed 40 hours unless agreed to by HUC, to undergo medical procedures to donate bone marrow or to donate an organ or partial organ. HUC may require a physician's verification of the purpose and length of the leave requested. If there is a medical determination that the employee does not qualify as a bone marrow or organ donor, the paid leave of absence granted to the employee prior to that medical determination is not forfeited. RETIREMENT PROGRAM HUC is a member of the State Public Employees Retirement Association ("PERA") and also participates in the federal FICA (Social Security) program. Full-time employees must become members of PERA effective the date of employment. Both HUC and the employee contribute to PERA. Information on PERA is available from Human Resources. DEFERRED COMPENSATION HUC offers a 457 deferred compensation plan, which allows employees to place a portion of their earnings through payroll deduction into a tax deferred investment program. Taxes on money set aside are deferred until the time the money is withdrawn. HUC does not contribute to this 457 deferred compensation plan. For enrollment information, contact payroll. PERSONAL USE OF UTILITY FACILITIES AND EQUIPMENT No employee may use HUC facilities or equipment for personal use. REQUIRED CLOTHING HUC will provide employees required uniforms and safety clothing at no cost to the employee. This clothing may differ by Department. See Staff Personnel for a list of the clothing HUC will provide to those employees. All clothing issued to employees by HUC may only be worn while the employee is on -duty for HUC. Failure to wear flame resistant clothing at the appropriate times is a violation of HUC policy and will subject the employee to discipline. SMALL HAND TOOLS HUC shall furnish the hand tools specified by the Director or Manager as necessary to perform the employee's job duties. RUC will replace any small tools damaged or broken on the job. The damaged hand tool must be turned into the employee's Director or Manager. It is the responsibility of the employee to replace any missing hand tools. RECOGNITION POLICY — SERVICE AWARDS AND RETIREMENT GIFTS Obiective Service awards and retirement gifts are provided to recognize and reward employees for service with the company. Awards are granted without regard to position or salary. Scope of Policy Full-time, active employees are eligible for a service award for every five (5) years of service completed. The service awards may increase in value based on longevity, per the table listed in Service Award Procedures below. Service Credit Service credit for service awards will count from the first day an individual is considered a full- time employee of HUC and continue while the employee remains on full-time, active status. If an individual has a break in service, their service credit may resume accumulating when they return to full-time status, depending on the nature of the break. Service Award Procedures HUC will inform the individual employee of their eligibility for a service award. Eligible employees may select a gift card in the amount noted on the table below. Employee will receive a Certificate of Appreciation signed by the General Manager and presented to them at the Recognition Banquet. Gift cards must be for personal, tangible property and may not be redeemed for cash. Amount Years of Service $50 5 Years $100 10 Years $125 15 Years $150 20 Years $175 25 Years $200 30 Years $250 35 Years $300 40 Years Retirement Recognition Procedures Retirees have the option of a potluck luncheon in their honor. A gift from HUC valued at no greater than $300 will be given to the retiree. The immediate supervisor will be responsible for coordinating the purchase of the gift. HUTCHINSON UTILITIES COMMISSION9111t Board Action Form WWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW Agenda Item: Hutchinson Substation Circuit Breaker Contract Presenter: Dan L Agenda Item Type: Time iRequested (Minutes):5 New Business Attachments: ! Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Staff and DGR Engineering are recommending to enter into a purchase agreement with Border States for 115kV and 69kV circuit breakers to be installed at the Hutchinson Substation for a contracted price of $760,936.17. The Border States proposal was the lowest evaluated price of the three bids that were received for the March 13th bid letting. Staff has received the required Certificate of Insurance and Performance Bond Attachments: Contract Docs 428507 BSE.pdf BSE Bonds 428507.pdf BidSumTab Brkrs 428507.pdf May 2024 BOARD ACTION REQUESTED: Approve a contract with Border States for the purchase of Siemens 115kV and 69kV circuit breakers. Fiscal' Impact: Included in current budget: Budget Change: PROJECT SECTION:' Total Project Cost: Remaining Cost: BID SUMMARY Furnishing 115 kV & 69 kV Breakers - Hutchinson Substation Hutchinson Utilities Commission Hutchinson, Minnesota OGI ENGINEERING DGR Project No. 428507 Bid Letting: March 13, 2024 - 2:00 PM Hutchinson Utilities Commission Page 1 of 1 Bid Act, Add. Guaranteed I Bidder and Address Security 1 & 2 Bid Price Delivery Date Breaker Mar Comments Border States (Siemens) 69 kV: 11927 53rd Street NE Bond 5% Bid Yes $760,936.17 115 kV: 74-84 Weeks Siemens Energy Taxes not included in bid price. Alberh ille. MN 55301 95-107 Weeks Border States (GE) 69 kV: 5 % Bid 56-60 Weeks 11927 53rd Street NE Yes $979,031.94 GE Grid Solutions Taxes not included in bid rice. P Bond 115 kV: Albertville. MN 55301 112-116 Weeks Hitachi Energy USA Inc. 5 %Bid Taxes not included in bid price. Westmoreland Park East 100 Distribution Circle Bond Add. 2 $960 70.00 � 90-94 Weeks Hitachi Energy gy Accessories and SF6 gas not included in bid price. Mt. Pleasant, PA 15666 P'.\04\285\OTSprdsht\BidSumTab Brkrs 428507 BID TABULATION Furnishing 115 kV & 69 kV Breakers - Hutchinson Substation Hutchinson Utilities Conunission Hutchinson, Minnesota DGR Project No. 428507 Bid Letting: March 13. 2024 - 2:00 PM Unit No. Nance and Description of Construction Unit A 115 kV Circuit Breaker B 69 kV Circuit Breaker Total Base Bid: Corrected Bid Atnount Shown Shaded Border States Siemens Energy No. of Units Unit Price Ext. Price 4 F 113.127.66 $ 452.510.64 102.808.51 $ 308,425.53 $ 760,936.17 Border States GE Grid Solutions Unit Price Ext. Price $ 146.521.28 $ 586.085.12 $ 97.648.94 $ 292.946.82 $ 879,03194 MR ENGINEERING Hitachi Energy USA Inc. Hitachi Energy USA Inc. Unit Price Ext. Price $ 161..140.00 $ 644.560.00 $ 105.470.00 $ 316.410.00 $ 960,970.00 P:\04\285\07\Sprdsht\BidSumTab Brkrs 428507 Page 1 of 1 Contract Documents Furnishing 115 kV & 69 kV Breakers Hutchinson Substation Hutchinson Utilities Commission Hutchinson, Minnesota January 2024 DGR Project No. 428507 ENGINEERING DGI ENGINEERING DATE: February 28, 2024 PROJECT: Furnishing 115 kV & 69 kV Breakers — Hutchinson Substation Hutchinson Utilities Commission Hutchinson, Minnesota DGR Project No. 428507 BID DUE DATE: March 13, 2024 2:00 P.M. 225 Michigan St. SE, Hutchinson, MN 55350 ADDENDUM NO. 1 This ADDENDUM NO. 1 hereby revises the Contract Documents dated February 1, 2024. Revisions made herein shall become a binding part of the Contract Documents. Technical Specifications (Replace Daragraoh 2.06.A and corresoondina tables with the following): 2.06 CURRENT TRANSFORMERS: A. Each circuit breaker shall be equipped with a minimum of two (2) bushing current transformers per bushing, unless otherwise noted. Taps of the current transformers shall be in accordance with NEMA SG4, Table 3-5. Current transformer ratings shall be rated as identified below: 115 kV breakers: Bushing Number CTs per Bushing Ratio Rating Factor Accuracy Class 1, 3, 5 2 1200:5 MR 2.5 C-800 2, 4, 6 2 1200:5 MR 2.5 C-800 69 kV breakers: Bushing Number CTs per Bushing Ratio Rating Factor Accuracy Class 1, 3, 5 2 1200:5 MR 2.5 C-800 1, 3, 5 1 1200:5 MR 2.0 0.15SB1.8 2, 4, 6 2 1200:5 MR 2.5 C-800 This ADDENDUM NO. 1 shall become a legal and binding part of the Contract Documents. All BIDDERS shall acknowledge receipt of this ADDENDUM NO. 1 on the BID FORM and agree to accept the revisions indicated and prepare proposals in accordance therewith. DGR ENGINEERING By I Alexander M. Richter, P.E. Minnesota License No. 59098 DGR Engineering — 1302 South Union Street — P.O. Box 511 — Rock Rapids, IA 51246 phone: 712.472.2531 — fax: 712.472.2710 — dgr.com I \1i,1\85\07\I:)rc\Sp c\ISi eakei\Add #1, 1VuLcIiSub I31eakeis.docx DGI ENGINEERING DATE: March 4, 2024 PROJECT: Furnishing 115 kV & 69 kV Breakers — Hutchinson Substation Hutchinson Utilities Commission Hutchinson, Minnesota DGR Project No. 428507 BID DUE DATE: March 13, 2024 2:00 P.M. 225 Michigan St. SE, Hutchinson, MN 55350 ADDENDUM NO. 2 This ADDENDUM NO. 2 hereby revises the Contract Documents dated February 1, 2024. Revisions made herein shall become a binding part of the Contract Documents. Addendum no. 2 deletes Addendum no. 1 completely. Technical Specifications Paragraph 2.06.A and corresponding tables shall revert back to the original specifications. This ADDENDUM NO. 2 shall become a legal and binding part of the Contract Documents. All BIDDERS shall acknowledge receipt of ADDENDUM NO. 2 on the BID FORM and agree to accept the revisions indicated and prepare proposals in accordance therewith. DGR ENGINEERING By a Alexander M. Richter, P.E. Minnesota License No. 59098 DGR Engineering — 1302 South Union Street — P.O. Box 511 — Rock Rapids, IA 51246 phone: 712.472.2531 — fax: 712.472.2710 — dgr.com I'i:A0,:1\ 85\07\I:)rc\Sp c\ISi eakei\Add #2 IVuLcIiSub I31eakeis.docx Bidding Documents Furnishing 115 kV & 69 kV Breakers Hutchinson Substation Hutchinson Utilities Commission Hutchinson, Minnesota Contact persons for this Project are as follows: Owner's Representative: Hutchinson Utilities Commission 225 Michigan St. SE Hutchinson, Minnesota 55350 Telephone: 320-587-4746 Daniel Lang Engineering Services Manager Email: DLan gc ,hutchinsommn.gov Engineer: DGR Engineering 1302 South Union Street Rock Rapids, Iowa 51246 Telephone: 712-472-2531 Alex Richter, P.E. Project Manager E-mail: alex.richter(ydgr.com P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx Bidding Documents Furnishing 115 kV & 69 kV Breakers Hutchinson Substation Hutchinson Utilities Commission Hutchinson, Minnesota Table of Contents Page No. Advertisement for Bids.......................................................................AB-1 — AB-2 Instructions to Bidders.........................................................................IB-1 — I13-5 Bid Bond.............................................................................................00430-1 — 00430-2 BidForm..............................................................................................BF-1 — BF-3 Performance Bond..............................................................................00610-1 — 00610-2 General Requirements........................................................................GR-1 — GR-5 Technical Specifications......................................................................TS-1 — TS-11 Material Agreement.............................................................................MA-1 — MA-4T P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx ADVERTISEMENT FOR BIDS Notice is hereby given that on the 13th day of March 2024, until 2:00 p.m., sealed bids will be received by the Hutchinson Utilities Commission of the city of Hutchinson, Minnesota, at the Hutchinson Utilities office, 225 Michigan St. SE, Hutchinson, MN 55350 and will be publicly opened and read aloud. The material required to be furnished, delivered, and installed is as follows: Four (4) 115 kV Breakers Three (3) 69 kV Breakers The above equipment shall be in accordance with the Specifications and proposed form of Contract now on file at the Hutchinson Utilities Commission, Hutchinson, Minnesota by this reference made a part hereof, as though fully set out and incorporated herein. Bidders desiring a copy of the bid forms and Specifications for individual use may obtain them from the Office of the Engineer, DGR Engineering, 1302 South Union, PO Box 511, Rock Rapids, Iowa 51246, telephone 712-472-2531, fax 712-472-2710, website www.dgr.com, e-mail dgr(�dgr.com, no deposit required. Each bid shall be made out on a bid form furnished by the Engineer and shall be accompanied by either a bid Bond issued by a Surety authorized to do business in the State of Minnesota and made payable to the Hutchinson Utilities Commission, or a certified check, cashier's check, or bank draft drawn on a state or national bank made payable to the Hutchinson Utilities Commission in a sum equal to five percent (5%) of the total bid. The bid security must not contain any conditions either in the body or as an endorsement thereon. Such bid security shall be forfeited to the Commission as liquidated damages in the event the successful Bidder fails or refuses to enter into a Contract within fifteen (15) days after the award of Contract and post satisfactory Performance and Payment Bonds. The successful Bidder shall furnish a Performance Bond in an amount equal to one hundred per cent (100%) of the Contract Price and a Certificate of Insurance with appropriate limits to the Owner prior to the approval of the Contract. Bid envelopes must be clearly marked Bid Enclosed — Hutchinson Sub - Furnishing 115 kV & 69 kV Breakers. Upon shipment of the completed equipment, the Contractor shall submit to the Owner a detailed statement of the equipment shipped. The Owner shall, within thirty (30) days after delivery receipt of the material and associated invoice, pay the Contractor one hundred percent (100%) of the contract price of the material. The Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson Minnesota reserves the right to defer acceptance of any bid for a period not to exceed thirty (30) days after the date bids are received and no bid may be withdrawn during this period. The Commission also reserves the right to waive irregularities and to reject any or all bids as it shall deem to be in the best interest of the Commission. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx AB-1 ATTESTED P:\04\285\07\Doc\Spec\Breaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507 Rev 2.docx AB-2 INSTRUCTIONS TO BIDDERS 1.01 FAMILIARITY OF CONDITIONS. A. Bidders are required to examine to their satisfaction, the Plans and Specifications and to make sure that the requirements are fully understood. The failure or omission of any Bidder to examine any form, instrument, or document shall in no way relieve any Bidder from any obligation regarding their bid. 1.02 BIDDERS QUALIFICATIONS. A. Bidder must be capable of performing the work bid upon. The lowest responsive Bidders will be required to satisfy the Owner as to their integrity, experience, number of Employees, equipment, personal, and financial ability to perform and ability to finance the cost of the work. The Bidder shall submit an Experience List with their bid, showing that they have successfully built breakers of a similar size and complexity in recent years to the US market according to IEEE Standards. B. If the information and data requested by the Owner is not furnished, the Owner may consider the Bidder non -responsive or non -responsible. The Owner reserves the right, in its sole and absolute discretion, to accept the bid of a Bidder despite the fact that said Bidder has not submitted any information, list, data or statement requested. C. The Owner reserves the right to reject any bid if the Owner determines, in its sole and absolute discretion, that the Bidder is not properly qualified to carry out the obligations of the Contract and/or to complete the work contemplated by the Contract. Conditional bids will not be accepted. 1.03 METHOD OF BIDDING. A. Bids shall be submitted on a unit price or lump sum basis as stated on the Bid form. In preparing a bid, the Bidder shall specify the price, written legibly in ink or typewritten, at which the Bidder proposes to do each item of work. The price shall be stated with respect to each and every alternate item, whether an add alternate, or a deduct alternate. Failure to state a price for any alternate bid item shall constitute a non -responsive bid that will not be considered. The prices shall be stated in figures. In items where unit price is required, the total amount for each item shall be computed at the unit prices bid for the quantities given in the estimate. In the event of discrepancies in the unit price extensions listed in the bid, unit prices shall govern. B. For all work let on a unit price basis, the Engineer's estimate of quantities shown on the bid is understood to be approximate only, and will be used only for the purpose of comparing bids. For work let on a lump sum basis, any estimate of quantities provided is furnished for the convenience of Bidders and is not guaranteed. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx I13-1 1.04 BID SECURITY. A. Each bid shall be accompanied by bid security as specified in the Advertisement for Bids and made payable to the Owner. Should the Bidder receiving the award fail to execute a satisfactory Contract and file acceptable bonds within fifteen (15) days after the award of Contract, the Owner may consider Bidder to be in default, annul the Notice of Award, and the bid security of that Bidder will be forfeited. Such forfeiture shall be the Owner's exclusive remedy if Bidder defaults. B. The bid security of unsuccessful Bidders will be returned promptly after the award has been made. In no case will the bid security be held longer than thirty (30) days without written permission of the Bidder, except that the bid security of the Bidder to whom the Contract is awarded will be retained until he or she has entered into Contract and filed an acceptable Bond. 1.05 TAXES. A. The prices for material items in all bids shall not include provisions for the payment of any taxes to the State of Minnesota. The Owner will issue a tax exemption certificate to the successful Bidder. 1.06 ALTERNATE MATERIALS. A. Requests for approval of `or -equal' materials and equipment shall be submitted to the Engineer in writing at least fifteen days prior to receipt of bids. Each request shall conform to the terms and conditions of the bidding documents and to the type, function, and quality standards of approved materials and equipment. The burden of proof of the merit of proposed `or -equal' materials and equipment is upon the Bidder. The Engineer's decision of approval or disapproval of a proposed `or -equal' item will be final. No substitution shall be approved except by a written addendum issued to all prospective Bidders. B. Bidders may submit bids for alternate materials which do not meet all the detailed requirements of the Specifications. Such submissions shall be in addition to the basic bid which shall comply with all requirements of the Specifications. Bid evaluation and Contract award will be made on the basis of the base bid. Alternate materials will then be considered, and the final Contract amount adjusted accordingly if the Owner decides to accept bids for alternate materials. In submitting bids for alternate materials, Bidders shall submit manufacturer's data and note the exceptions to the requirements of the Plans and Specifications. 1.07 TERMS AND CONDITIONS. A. The Bidder is invited to attach their standard patent protection and liability limitation conditions, but shall not include any other terms and conditions to this bid. Attachment of additional terms and conditions shall be grounds for disqualification of the submitted bid. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx I13-2 1.08 CHANGES IN QUANTITIES. A. Not used. 1.09 SUBMISSION OF BIDS. A. Bidders will be furnished with bid form(s) giving the estimate of quantities needed to complete the work. Two copies of the completed bid form(s) and all supporting documentation shall be included with the bid. B. If the bid is made by an individual, his or her name and post office address must be shown. If made by a firm or partnership, the name and post office address of the firm or partnership must be shown. If made by a corporation, the person signing the bid must name the state under the laws of which the corporation is chartered, and the name, title, and business address of the executive head of the corporation. Anyone signing a bid as agent may be required to submit satisfactory evidence of his or her authority to do so. C. Any changes or alterations made in the official bid form, or any additions thereto, may result in the rejection of the bid. No bid will be considered which contains a clause in which the Bidder reserves the right to accept or reject a Contract awarded by the Owner. Bids in which the unit prices are obviously unbalanced may be rejected. D. Should the Bidder find discrepancies, ambiguities or omissions from these documents, they should immediately notify the Engineer and an addendum will be sent to all known entities holding copies of the Bidding Documents. E. Two copies of each bid form and all supporting documentation shall be provided. Bids shall be placed in an opaque envelope and the envelope sealed and marked "Bid Enclosed — Hutchinson Sub - Furnishing 115 kV & 69 kV Breakers" to indicate its contents. If forwarded by mail, the envelope shall be mailed to the following address: Hutchinson Utilities Commission 225 Michigan St SE Hutchinson, MN 55350-1905 F. Receipt of any Addenda must be acknowledged on the bid form or a copy of any Addenda relating to the bid shall be signed and attached to the bid. G. No oral, facsimile machine, telegraphic or telephonic bids or modifications will be considered. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx I13-3 1.10 MODIFICATION OR WITHDRAWAL OF BIDS. A. A bid may be withdrawn by an appropriate document duly executed in the same manner that a bid must be executed and delivered to the place where bids are to be submitted prior to the date and time for the opening of bids. Upon receipt of such notice, the unopened bid will be returned to the Bidder. B. If a Bidder wishes to modify its bid prior to bid opening, Bidder must withdraw its initial bid and submit a new bid prior to the date and time for the opening of bids. C. No bid may be withdrawn for a period of thirty (30) days after the scheduled date and time for the receipt of bids. 1.11 CONTRACT AWARD. A. Award of the Contract, if an award is made, will be on the basis of the Contract Price as is in the best interest of the Owner. It is the intent of the Owner to award one (1) Contract for the Breakers as is deemed to be in the best interest of the Owner. The effect of the Contract Price and evaluated costs, guaranteed delivery date, dimensions, and the experience record of the Bidder on units of similar size and rating will be considered when evaluating the bids. This may also include location of manufacturing and assembly, and preference may be given to units manufactured and assembled in the USA. The Owner reserves the right to reject any or all bids, waive technicalities, and make award(s) as deemed to be in the best interest of the Owner. In addition to cost, other items that will impact the award decision include the following: 1. Relevant experience with equipment of similar size and type. 2. Support capabilities. 3. Ability to meet specified delivery schedule. 4. Conformance to Project Specifications. 5. Life cycle and maintenance costs. 6. The Owner's and Engineer's past experience with either the Bidder or Breaker manufacturer. 1.12 PERFORMANCE BOND. A. The Bidder to whom the Contract is awarded shall furnish a Performance Bond in an amount equal to the Contract Price of the bid guaranteeing the faithful performance of the work in accordance with the terms of the Contract. Such Bond shall be with a Surety company authorized to do business in the State of Minnesota and in form acceptable to the Owner. Any costs associated with procuring the necessary Bond shall be included in the bid prices. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx I13-4 1.13 EXECUTION OF CONTRACT. A. The Bidder to whom the Contract has been awarded shall enter into Contract with the Owner within fifteen (15) days after the award has been made. B. No bid shall be considered binding upon the Owner until the Contract is properly executed by both parties and all required Bonds are filed and certificates of insurance are in place. C. The Contract, when executed, shall be combined with all the Contract Documents identified in the Material Agreement representing the entire agreement between parties. The Bidder shall not claim any modification resulting from representation or promise made by representative of the Owner or other persons. 1.14 PROJECT SCHEDULE. A. The delivery date for the breakers is desired to be no earlier than May 1, 2025 and no later than March 1, 2026. Based on current material availability, both later and earlier delivery dates will be considered by the Owner. B. The Bidder shall provide in his bid a guaranteed delivery date. The Owner reserves the right to deduct from the Contract Price $500 per day for each calendar day after the contracted delivery date that the breakers are not delivered to the site. This price reduction shall be in lieu of proving an actual loss via legal or arbitration proceeding. C. The Owner agrees to indemnify the Contractor for circumstances beyond his control, including acts of God, acts of government, and related circumstances. Actions that cause delivery delays that are under the control of the Contractor are failure to allow sufficient time for manufacturing, failure to inform the Engineer of changes in the manufacturing schedule, or lack of cooperation in establishing effective measures by which delays could be minimized. D. The Contractor shall provide monthly progress reports to the Engineer during the manufacturing of the breakers. * * * END OF SECTION * * * P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx I13-5 laiC1)C, E.NCINEERS JOINT CONTRAST DOCUMENTS COMMITTEE PENAL SUM FORM Any singular reference to Bidder, Surety, Owner or other party shall be considered plural where applicable. BIDDER (Name and Address): SURETY (Name, and Address of Principal Place of Business): OWNER (Name and Address): M Bid Due Date: Description (Project Name— Include Location): BOND Bond Number: Date: Penal sum $ (Words) (Figures) Surety and Bidder, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Bid Bond to be duly executed by an authorized officer, agent, or representative. BIDDER SURETY (Seal) Bidder's Name and Corporate Seal Surety's Name and Corporate Seal By: By: Signature Print Name Title Attest: Attest: Signature (Seal) Signature (Attach Power of Attorney) Print Name Title Signature Title Title Note: Addresses are to be used for giving any required notice. Provide execution by any additional parties, such as joint venturers, if necessary. EJCDC® C-430, Bid Bond (Penal Sum Form). Published 2013. Prepared by the Engineers Joint Contract Documents Committee. Page 1 of 2 f."aiCI)C, 15F PENAL SUM FORM E.NCINEER.S JOINT CONTRAST DOCUMENTS COMMITTEE 1. Bidder and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to pay to Owner upon default of Bidder the penal sum set forth on the face of this Bond. Payment of the penal sum is the extent of Bidder's and Surety's liability. Recovery of such penal sum under the terms of this Bond shall be Owner's sole and exclusive remedy upon default of Bidder. 2. Default of Bidder shall occur upon the failure of Bidder to deliver within the time required by the Bidding Documents (or any extension thereof agreed to in writing by Owner) the executed Agreement required by the Bidding Documents and any performance and payment bonds required by the Bidding Documents. 3. This obligation shall be null and void if: 3.1 Owner accepts Bidder's Bid and Bidder delivers within the time required by the Bidding Documents (or any extension thereof agreed to in writing by Owner) the executed Agreement required by the Bidding Documents and any performance and payment bonds required by the Bidding Documents, or 3.2 All Bids are rejected by Owner, or 3.3 Owner fails to issue a Notice of Award to Bidder within the time specified in the Bidding Documents (or any extension thereof agreed to in writing by Bidder and, if applicable, consented to by Surety when required by Paragraph 5 hereof). 4. Payment under this Bond will be due and payable upon default of Bidder and within 30 calendar days after receipt by Bidder and Surety of written notice of default from Owner, which notice will be given with reasonable promptness, identifying this Bond and the Project and including a statement of the amount due. 5. Surety waives notice of any and all defenses based on or arising out of any time extension to issue Notice of Award agreed to in writing by Owner and Bidder, provided that the total time for issuing Notice of Award including extensions shall not in the aggregate exceed 120 days from the Bid due date without Surety's written consent. 6. No suit or action shall be commenced under this Bond prior to 30 calendar days after the notice of default required in Paragraph 4 above is received by Bidder and Surety and in no case later than one year after the Bid due date. 7. Any suit or action under this Bond shall be commenced only in a court of competent jurisdiction located in the state in which the Project is located. 8. Notices required hereunder shall be in writing and sent to Bidder and Surety at their respective addresses shown on the face of this Bond. Such notices may be sent by personal delivery, commercial courier, or by United States Registered or Certified Mail, return receipt requested, postage pre -paid, and shall be deemed to be effective upon receipt by the party concerned. 9. Surety shall cause to be attached to this Bond a current and effective Power of Attorney evidencing the authority of the officer, agent, or representative who executed this Bond on behalf of Surety to execute, seal, and deliver such Bond and bind the Surety thereby. 10. This Bond is intended to conform to all applicable statutory requirements. Any applicable requirement of any applicable statute that has been omitted from this Bond shall be deemed to be included herein as if set forth at length. If any provision of this Bond conflicts with any applicable statute, then the provision of said statute shall govern and the remainder of this Bond that is not in conflict therewith shall continue in full force and effect. 11. The term "Bid" as used herein includes a Bid, offer, or proposal as applicable. EJCDC® C-430, Bid Bond (Penal Sum Form). Published 2013. Prepared by the Engineers Joint Contract Documents Committee. Page 2 of 2 TO: Hutchinson Utilities Commission Hutchinson, Minnesota UROM: Bidder's Name Border States Albertville, MN 55301 Pursuant to and in compliance with the Advertisement for Bids and the Instructions to Bidders relating thereto, the terms of which are incorporated herein by reference thereto, the undersigned as Bidder offers and agrees, if this offer is accepted, to furnish and deliver the equipment and materials in strict conformance with the Specifications forming a part of these Contract documents and in accordance with following Addenda for the sum indicated on the following bid schedule. Addendum Number Addendum Date .............................. . ...... . . . . ............ ............. . . ............... . RAMM, 2 3/4/2024 The prices set forth herein do not include any sums which are or may be payable by the seller on account of taxes imposed by the State of Minnesota upon the sale, purchase or use of the equipment. If any such tax is applicable to the sale, purchase or use of the equipment, the amount thereof shall be paid by the Owner. 2. The prices included herein are firm without regard for time of delivery, increase in cost from Bidder, or any other factor. 3. The price of the equipment set forth herein shall include the cost of delivery to the job site as set forth in the Specifications. The guaranteed delivery date of the equipment shall be included in this Bid. 4. Title to the equipment shall pass to the Owner after all required field testing has met the requirements of the specification and the test results have passed the requirements. This bid is void unless a materials Contract based on this bid is entered into by the Owner and the Contractor within 30 days after the date hereof. 6. The undersigned being familiar with all the details, conditions, and requirements hereby proposes to furnish the following material to Hutchinson Utilities Commission, in strict conformance with the specifications and Bidding Documents, to -wit: P:10412851071Doc1Spec\Breaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.doex BF-1 Circuit Br-eaker Manufacturer- Siemens energv Circuit Breaker Dirnens�ons- (Attach a sketch ofthe proposed breaker configuration with all dimensions and weights.) Recommende(.1 Anchor Boll, Size- See OU'dine Re,conirnended. Spare Parts: See lProposal Guaranteed Deliveny . ..... .. . . .............. Bidder Status IForm EnO4)sed N/A P:\041285107\Doc\Spec\Breaker\l-lutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.doex BF-2 The undersigned Bidder certifies that this bid is made in good faith without collusion or connection with any other person or persons bidding on the work. The undersigned Bidder states that this bid is made in conformity with the Specifications and agrees that, in the event of any discrepancies or differences between any conditions of this bid and the Specifications the provisions of the latter shall prevail. Dated this 13th day of March .2024 ............ . . . . . . . Bidder Border States - ----------- Address 11927 53rd St NE Albertville MN 55301 Tf,11!5F-2W-OTT-,TR Moran Rask Signature Title Account 'Neanager ........... Telephone Number 763-497-6836 ......... . ..... E-Mail mrask@borderstates.com P:\04\285\07\Doc\Spec\Breaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 429507-[FB.docx BF-3 Border States Industries, Inc. Standard Limit of Liability In no event will Border States be liable for consequential, incidental, indirect, punitive, liquidated or special damages (including loss of profits, data, business or goodwill). Border States' maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the products giving rise to the claim or liability. Any action against Border States must be brought within twelve (12) months after the cause of action accrues. Risk of loss transfers upon delivery. Border States Industries, Inc. Patent Protection Border States will pass through any patent protection from the manufacturer of the product. The foregoing obligation of Border States does not apply to product or portions or components: (i) not supplied by Border States, (ii) made in whole or in part in accordance to Buyer specifications or requests, (iii) which are modified after shipment, if the alleged infringement relates to such modification, (iv) combined, processed or used with other products, processes or materials where the alleged infringement relates to such combination, process or use, (v) where Buyer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where the infringement is incident to use of the product but does not result primarily from the product and its intended application. Buyer will indemnify Border States and its officers, directors, agents and employees from all damages, settlements, attorneys' fees and expenses:(i) related to a claim of infringement or misappropriation excluded from Border States' indemnity obligation by the immediately preceding sentence or (ii) in connection with Buyer's activities regarding the products or its failure to effectively pass on to its direct or indirect customers Border States' liability and warranty limitations and disclaimers. Border States - ABV 11927 53rd Street NE Albertville MN 55301-3964 Phone: 763-497-6800 C am mail. soil • w • Page: 1 of Quote: 27434982 Sold -To Acct #: 5004 Valid From: 03/12/2024 To: 03/19/2024 PO No: DGR- Hutchinson Utilities Breakers Payment Terms: Net 25th prox Created By: I uke gijdollph Wa Meiar Tel No: 763-497-6801 Fax No: Inco Terms: PPA PREPAID & ALLOW FREIGHT Ship -to: HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST SE HUTCHINSON MN 55350-1905 Order Note: SEE ATTACHED PROPOSAL DOCUMENTATION FOR FURTHER CLARIFICATION ON APPLICABLE TERMS. Cust Item Item Material MFG - Description Price Per UoM Value 000010 3 EA 102,808.51 / 1 EA 308,425.53 - SPS2#72.5#40#3000#3PST 69KV BREAKER Description: #69kV nominal voltage #40kA maximum symmetrical interrupting capability #3000A maximum continuous current #Capable of -40#C operation without tank heaters #73 inch creep porcelain bushings rated 350kV BIL @ 3300 feet ASL #3-cycle, 60Hz, spring -spring operated #Gang Operation, Frame mounted outdoor Circuit Breaker #Bushing Current Transformers (total 12 BCT#s): Bushings 1-3-5: (6) 1200:5 MR C800 relay accuracy, 0.381.8 Metering Acc RF 2.5 Bushings 2-4-6: (6) 1200:5 MR C800 relay accuracy, 0.3131.8 Metering Acc RF 2.5 000020 4 EA 113,127.66 / 1 EA 452,510.64 - SPS2S#145#40#3000#3PST 138KV BREAKER Description: #138kV nominal voltage #40kA maximum symmetrical interrupting capability #3000A maximum continuous current #Capable of -30#C operation without tank heaters, equipped with tank heaters for -40C operation #131 inch creep porcelain bushings rated 650kV BIL @ 3300 feet ASL #3-cycle, 60Hz, spring -spring operated #Gang Operation, Frame mounted outdoor Circuit Breaker #Bushing Current Transformers (total 12 BCT#s): Bushings 1-3-5: (6) 2000:5 MR C800 relay accuracy, 0.361.8 Metering Acc RF 2.0 Bushings 2-4-6: (6) 2000:5 MR C800 relay accuracy, 0.381.8 Metering Acc RF 2.0 Border States - ABV 11927 53rd Street NE Albertville MINI 55301-3964 Phone: 763-497-6800 To access Border States Teffns and Conditions of Sate, please go to https://www.borderstates.cc)m The quoted sales tax is an estimate only based upon the information provided in this quote and will be finalized at the time of Invoice based upon the materiall purchased, quanfity purchased, and delivery location. Shipping and handling fees in this quote are an estimate only and will be finalized at the time of Invoice. Quote: 27434982 Sold -to Aect #: 50,04 Valid From. 03/12/2024 To: 03/1912024 Total $ 760,936,17 State Tax $ 6,875 %52,314.37 COUinty 'rax $ 0,000 % 0.00 Local 'rax $ 0.000 % Mo Other Text $ 0.000 % 0.00 Other Tax2 $ 0,000 % 0.00 Other Tax3 $ 0,000 % OM Tax Subtotal $ 6.875 % 52,314.37 All clerical errors contained herein are, subject to correction. In the event of any cost or price increases frorn manufacturers or other suppllers, caused by, but not firrilted to, currency fluctuations, raw rnaterIW or labor prices, fuel or transportation cost incrfmses, and any Import tariffs, taxes, fees, or surcharges, Border States reserves the exclusive right to change its pricing at the Urine of shipping and will provide notice of any such change to its customers prior to costs being incurred. i Siemens Energy Offering Customer Value ............................ . _._.___......,. .......................... Patented high-tech self -compression g Reliability with Industry -leading mean time failure (MTBF) of interrupter with FA operating mechanism - - - -. .--..... ........ ...... 5,000+mmyears _ Standardized platform concept for Less inventories of breaker r interrupter and drives spares due to very short lead time -- ........ ._.. .. ... t replacement arts from fa for re cor p..—........ee....ee ..... Spring -Spring mechanism drive - No Saving of approx. $5-1 OK depending on rating for no maintenance or lubrication required for the maintenance or replacement of operational lifetime of product mechanism _..... — --- ...._.._.. ....�... 63 kA fault duty breakers for all voltage � � ........... ... classes 69 thru 550 kV - No external Saving of approx. $25-50K not capacitance requirement for full 63 kA fault installing external capacitors _94ty .......... ......... ____ __ ......__ .............. .------ Similar installation footprints of all 72.5, Saving of approx.$10,000 for 145 and 245 kV; 63 kA gang and installation pad extension for future Independent Pole Operator (IPO) breakers IPO breakers use 170/80kA gang breaker without any Saving of approx. $25-50K not external capacitance for both SLF and TF installing external capacitors ex osure Control cabinet orientation same as oil y when replacinga of breaker ay when is breaker breaker .._...... ...... savings of ap .)rox. $5K All ratings C2, M2 and E2 mechanical and Long life of 30+ years and 10,000 electrical endurance tested operations .W.......m. __ ..............- ------------ ----........................ ....... _ ................ Customers can accommodate SPS2 550 kV dead tank breaker with higher X/R up to 35 (IEEE standard double break interruption design is 17) especially close to .. . . . ���................ generation locations Circuit Switch er (CPV2S) up to 245 kV are tested with more stringent breaker Provide extra reliability to standard and subjected to breaker customers with reclosing capability production tests including power frequency within 3 cycle test on each circuit switcher .--- ____ ....... ....- ® ® A._ s part of Siemens Energy Inc.'s ongoing sustainability efforts, recycled materials such as steel, aluminum and SF6 gas will be employed Reduction of pollution and global where possible. These materials will have the warming components released into same quality and performance standards as the atmosphere virgin grades. indicate as separate line item in purchase order: Item A: Spare Parts for Circuit Breaker DESCRIPTION w.wNET UNIT'PRICE I Y . . . . ........ ......... . . $701.11 I Close Coil $600.00 iri�oil$60U0 1...har iin Motor $1,300.00 Porcelain Bu -fi�2,l $1,450.00 Porcelain Bushina_(145L �50 NOTE: Above spare parts prices are only valid with the purchase of the Circuit Breaker requested. Item B. Factory Acceptance Testing (Not included in breaker price) Should the customer request witness testing, Siemens Energy can accommodate the witness testing by customer only on one of each rating of the purchased breakers for one day. Price for witness testing is $5,700 per day. Siemens Energy is not responsible for the travel or other expenses. Please provide this request in the PO and Siemens Energy will provide the tentative schedule for Please note that due to high market demand and capacity constraints of test rooms, Siemens Energy is unable to accommodate FAT requests until further notice. A physical inspection of breaker at time of shipment is possible with factory PM coordination, Item C: Technical Field Assistance (Not included in breaker price) Siemens Energy Reld Service can also support to assist with the breaker installation and or commissioning services at site. No sales or users tax is included in our prices. Siemens Energy circuit breakers are designed and tested according to applicable sections of ANSUIEEE C37 standard and are not guaranteed to conform to other standards included by reference only. All Siemens Energy breaker products are type tested or certified according to ANSI/IEEE applicable standards except CPV2 170 & 245 kV / SPS2S-170-40-3000 breakers are not tested to IEEE 693 High Seismic Qualifications Below are Siemens Energy, Inc. comments and clarifications/exceptions Note: - Due to global supply chain issues and subject to material/parts availability at time of manufacturing, Siemens Energy can use substitute parts/components per below table with intention to deliver the order/breaker on time. All substitute parts/components will be fit, form and functionally compliant with original proposed part. In case of drawing change requirement, SE will provide revised drawing(s) with breaker and sending to customer contact person. Customer drawing approvals 0 Customer drawings for approval are in accordance with applicable standards and customer specification for breaker if provided, Any additional mark up and requirement at approval stage will be subjected to price and delivery changes 0 Customer approval process is required to be completed within 2 weeks after first submittal to maintain the committed delivery date in order acknowledgement ARO. Standard Document Submittals: Ali electronic drawings will be in AutoCAD or pdf format transmitted via email.. Siemens Energy standard final submittal documents are, all other documents will be reviewed and charged separately: * Breaker outline • Bushing outline • Nameplate breaker • INameplate operator • Nameplate Bur • CT curves • BCC" diagram • Control diagrams • Gas Schematic • Production test report 19 Instruction book Instruction Books: Siemens Energy standard instruction books will be provided — instruction books, test reports and drawings are separate docurnents, Shipping: Circuit breakers to be fully assernbled, tested, and shipped except for the frame legs. Legs and mounting hardware are shipped with breaker as loose parts, Breakers are shipped wiftl positive SF6 gas pressure, gas bottles for filling breaker to operating pressure are shipped loose if required, Circuit breaker(s) will be equipped and furnished as follows: Control and Operator Power Requirements: Control supply voltage: 125 VDC Spring charge motor supply voltage: 120 VAC / 125 VDC Accessory supply voltage: 120 VAC Heater supply voltage: 240 VAC Standard components/accessories included: • One close coil • Dual trip coils • Local/remote selector switch • LED position indicator lights • GFI outlet inside control cabinet • Cabinet light with Switch • Wire markers on CT wiring (printed on wire) • Breaker frame mounted temperature compensated density switch and gauge • Anodized aluminum nameplates according to IEEE/ANSI standards • #14 AWG Type SIS control wiring • #10 AWG Type AMW-TEW CT wiring • NEMA type 3R control cabinet painted ANSI 70 grey • Galvanized frame and leg assemblies • Standard installation toolkit included • SF6 fill gas included • 1 Set of electronic AutoCAD approval drawings • 1 Set of electronic AutoCAD certified drawings and 1 set shipped in breaker • 1 Instruction book in PDF format and 1 Instruction book shipped in breaker Customer specific components/accessories included: • Fused knife switches • Un-fused knife switch • Control switch • External manual trip device • Thermostatically controlled cabinet heaters • Thermostatically controlled tank heaters for -40"C operation • Loss of voltage relays • Auxiliary switches for customer use • NEMA 4-hole aluminum terminals TERMS OF 30% of PO value with PO submission PAYMENT: 70% of PO value after shipment per agreed incoterm All invoices should be paid Net 30 days (subject to credit approval) DELIVERY TERMS: Freight is included in the quoted price for shipments within the contiguous 48 United States. Additional shipping charges may apply if conditions do not permit Seller to utilize its standard delivery methods to the requested delivery destination, WARRANTY: The warranty period covers the equipment for twelve (12) months after being placed in service or eighteen (18) months after shipment, whichever expires first. Bid Validity 30 days from offer submittal date CONDITIONS. This proposal is quoted using Siemens Energy Standard Terms and Conditions of Sale for Products. Siemens Energy hereby takes exception to any additional or different terms set forth in purchaser's request for proposal, specification, purchase order or, any other clOCUrnent of purchaser-. Acceptance of additional or different terms must be specifically agreed to in writing by Siernens Energy. See attached ("Siemens Energy Standard Terms and Conditions of Sale" Supplementary standard terms and conditions for Siemens Energy Grid Transmission Products Effective October 1,st, 2023 Cancel1Ia1!2n_2g!j2y Cancellation of equipment for High Voltage circuit breakers will be subject to cancellation ar es based on th 'folll �p r eLc� refer to contract 1�hc,,)- . based . ....... - ------ 1 1 21 _q 9s L . . ... . ... Cancellation Schedule P2rq2!21M ...... .... . ....... ........ . ..... - after reo;eulmt of order, but before a pr2yal drawin, ubmission 30% p _. . . .... as�s ..__ _ . 1 . ..... After submission of approval drawings, but before production 40% + Cost of any special & release 1.7 customized, parts 'kiier"rele'a's'e —tom a-n,,u"' 'fa, c iu r i _n(i,b, but before', "-s"l- -k)- r e`nt , "' ""' , 1 '7'5%"_____, "' , , "__"" " _ traship Dn (less than thirty (30) days are non- 1000%LSc--heduled ancellllable ......................... ....... Termination as Consequence of Force Majeure If circumstances of Force lvlayeuare have occurred and shall continue for a period of 182 days then, either Marty shall be entitled after written notice to the other party to serve upon the other 30 days' notice to terminate the Contract., If at the expiry of the period of 30 days Force Ma)eu.are continued, the Contract shall terminate. Regarding the part of the work scope not yet delivered, Siemens Energy shall be entitled to reimbursement from the Customer of its unavoidable costs related to such termination. Uardslroi lau,asa If the economic conditions or geopolitical developments that may affect this Agreement, and such frame parameters should substantially change after conclusion of the contract, thereby causing a materiall hardship to Siemens Energy, Siemens Energy shall be entitled to demand adjustments to the conditions of the Agreement. Siemens Energy shall notify the Seller of the grounds of such hardship and its intention to negotiate an adjustment of the conditions in writing. The Parties shall commit in good faith to negotiate and agree on such an adjustment within four weeks after Siemens Energy's notification. if the parties fail to agree on such an adjustment within such period, Siemens Energy shall be entitled to terminate the Agreement with immediate effect. Leg ruidted damages for Delays If required by purchase carder, Supplier, agrees that it shall pay liquidated damages for failure to deliver the Goods. Beginning on the thirty first (31 s') calendar day after the acknowledged delivery date by supplier and continuing until delivery of the equipment is completed, whichever is earlier, delay liquidated damages will be assessed at the rate of one half of one percent (0.5%) of the late delivery line item of equipment's price in the Purchase Girder per full calendar week. The maximum cap on liquidated damages under this Article is five percent (%) of the Purchase Order item (Price that was delayed. Supplier shall pay such liquidated damages as a reasonable compensation to purchaser against documentation for delay damages and not as a penalty. UNLESS OTHERWISE AGREED BY THE PARTIES EXPRESSLY IN THE AGREEMENT, THE REMEDIES OF PURCHASER BET FORTH ABOVE AND/OR IN TIDE SID PROPOSAL FOR DELAY IN SHIPMENT/DELIVERY OR COMPLETION OF SERVICES CAUSED BY SEI ARE PURCHASER'S BOLE AND EXCLUSIVE REMEDIES AND NO OTHER REMEDIES OF ANY IMNDD WHATSOEVER SHALL APPLY. ela s or Suspension bv ourchaser If shipments are delayed by (Purchaser, affected payments shall become dune based on the date SEI is prepared to make shipment. Suspension on purchase order work scope its not allowed after engineering work. Before engineering, maximum time of work suspension should not exceed 12 weeks and will be subjected to recalculate the delivery. All SEI expenses associated with any such suspension shalt be for the account of Purchaser. (price d"�nstirrnsnt IRolic If required, the applicable purchase and invoice price for each Product that is a High Voltage Circuit Breaker and is accepted by customer, shall be established using the following formula six () months or earlier before delivery of circuit breaker:: P1 = P - ((0.037 * rrn) + ( l/XO)) Pursuant to the foregoing formula, the Base Price for each Product that is a High Voltage Circuit Breaker, shall be adjusted based on the change in the Producer Price index for switchgear and switchboard apparatus manufacturer, not seasonally adjusted (PC U3353133335313, found at bls.gov) six (6) months or earlier before delivery of circuit breakers. PO initial base price from proposal / PO Pi Adjusted price six (6) months or earlier before delivery of circuit breaker(s) M No. of completed year from date of Supplier's proposal. X11 Index value at time of price adjustment (whichever last month is published) X0 lridex value at time of proposal month Reservation Clause The Parties acknowledge that the outbreak of the military conflict and / or any events related thereto (the "Conflict') between Ukraine and Russia is likely to negatively affect usual business activities around the globe and /orthe execution of the Contract in various ways, whether known, unknown, whether foreseeable or unforeseeable.Therefore, the Parties agree that the Contractor shall not be liable for any negative impact or impediment of its performance obligations under or in connection with this Contract arising or being aggravated in connection with the Conflict (the "Impact"). In particular, without limiting the generality of the foregoing, unmanageable and unforeseeable disruptions in the availability of critical materials (e.g. steel products almost exclusively produced in the region of the Conflict) and unpredictable price increases for certain materials, energy and transportation are already visible in the global markets. Therefore, the Contractor shall be entitled to an extension of time for execution and / or an adjustment of the contract price and / or other reasonable adjustments to the Contract to the extent required to rnitigate and / or compensate the Impact. However, the Contractor shall rernain obliged to exercise reasonable efforts to mitigate the Impact, E_xLort ComAlilance Offer validity is subject to compliance with applicable export laws and regulations relating to the sale, exportation, transfer-, assignment, disposal and usage of the goods provided under this agreement, including any export license requirements and a successful screening within DAMEX-E system. .�] C ENGINEERS JOIN r CONTRACT DOCUMENTS COMMITTEE CONTRACTOR (name and address): OWNER (name and address): CONSTRUCTION CONTRACT Effective Date of the Agreement: Amount: Description (name and location): PERFORMANCE BOND SURETY (name and address of principal place of business): BOND Bond Number: Date (not earlier than the Effective Date of the Agreement of the Construction Contract): Amount: Modifications to this Bond Form: ❑ None ❑ See Paragraph 16 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Performance Bond to be duly executed by an authorized officer, agent, or representative. CONTRACTOR AS PRINCIPAL (seal) Contractor's Name and Corporate Seal By: Signature Print Name Title SURETY Surety's Name and Corporate Seal By: Signature (attach power of attorney) Print Name Title Attest: Attest: Signature Signature Title Title (seal) Notes: (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party shall be considered plural where applicable. EJCDC® C-610, Performance Bond Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 1 of 2 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2. If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Paragraph 3. 3. If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after: 3.1. The Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor, and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Paragraph 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor, and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; 3.2. The Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and 3.3. The Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. 4. Failure on the part of the Owner to comply with the notice requirement in Paragraph 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. 5. When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 5.1. Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; 5.2. Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; 5.3. Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or 5.4. Waive its right to perform and complete, arrange for completion, or obtain a new contractor, and with reasonable promptness under the circumstances: 5.4.1. After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or 5.4.2. Deny liability in whole or in part and notify the Owner, citing the reasons for denial. 6. If the Surety does not proceed as provided in Paragraph 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Paragraph 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. 7. If the Surety elects to act under Paragraph 5.1, 5.2, or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication for: 7.1. the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; 7.2. additional legal, design professional, and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Paragraph 5; and 7.3. liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. 8. If the Surety elects to act under Paragraph 5.1, 5.3, or 5.4, the Surety's liability is limited to the amount of this Bond. 9. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors, and assigns. 10. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. 11. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this paragraph are void or prohibited by law, the minimum periods of limitations available to sureties as a defense in the jurisdiction of the suit shall be applicable. 12. Notice to the Surety, the Owner, or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. 13. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 14. Definitions 14.1.13alance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made including allowance for the Contractor for any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. 14.2. Construction Contract: The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. 14.3.Contractor Default: Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. 14.4.Owner Default: Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 14.5.Contract Documents: All the documents that comprise the agreement between the Owner and Contractor. 15. If this Bond is issued for an agreement between a contractor and , the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. 16. Modifications to this Bond are as follows: EJCDC® C-610, Performance Bond Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. 2 of 2 GENERAL REQUIREMENTS PART 1 - GENERAL 1.01 DEFINITION OF TERMS Addenda: Changes or information applying to the Plans and Specifications. Addenda are issued prior to opening of Bids. Bidder: Any individual, firm or corporation submitting a Proposal for the Work under their own name. Bond: The Performance/Maintenance bond and the Payment Bond executed by the Contractor and the Contractor's Surety in favor of the Owner, guarantying the faithful performance of the obligations assumed by the Contract and the payment of all debts pertaining to the Work. Change Order: A written order by the Engineer for changes or alterations in the Work. Change Orders are issued after the opening of Bids. Clerk or Secretary: The one who keeps the records and correspondence of the Owner. Contract: The written agreement between the Contractor and the Owner setting forth the terms and conditions under which the Work is to be accomplished and all documents incorporated therein by reference. Contractor: Any individual, firm or corporation contracting as the Party of the Second Parry in the Contract. Employee: Any person employed on the Work to which the Specifications apply and who is under the direction or control of or receives compensation from the Contractor or a Subcontractor. Engineer: DeWild Grant Reckert and Associates Company, dba DGR Engineering, 1302 South Union Street, Rock Rapids, IA 51246. The Engineer is the general administrator of the Contract. Notice: Advertisement for bids, advertising the date and time for hearing objections and/or opening and reading bids on the Work. Owner: The Parry of the First Part as represented by Council, commission, or Board of Trustees of the City, Utility, or the individual or firm for whom the Work is performed. Plans (Drawings): Graphic and pictorial representations of the design, location and dimensions of the Work. Project: The total construction authorized by the Owner as a single program of which the Work may constitute a whole or a part. P:A04\285\07\LDuc\`ipecAl�reaker\lf.ut:chinsc�n,, MN ... Furnishing Beakers Hutch Sub ... 428507 Vll.# docx GR I Proposal (Bid) Guaranty The security, required by Notice and the Proposal, to be furnished by the Bidder as a guaranty that the Bidder will enter into Contract for Work awarded to the Bidder and furnish an acceptable Bond. Specifications: The Instructions to Bidders, General Conditions, Special Conditions and Technical descriptions of material, equipment, construction systems, standards and workmanship applicable to the Work. Subcontractor: Any individual, firm or corporation who has, with the approval of the Owner, contracted with the Contractor to execute and perform in the Contractor's stead all or any part of the Contract. Superintendent: The Contractor's authorized representative in responsible charge of the Work. Sure . The corporate body bound with and for the Contractor for the acceptable performance of the Contract. The Work: The materials, equipment and labor necessary for the construction of the improvement as indicated in the Specifications, on the Plans, or as set forth in the Contract. Treasurer: The duly designated Treasurer of the Owner. 1.02 SUMMARY: A. Materials shall be supplied as specified herein, and shall be in accordance with the applicable NEMA, ANSI, IEEE, IPCEA, ASTM Standards, NEC, NERC, and the Standards of the Underwriter's Laboratory. 1.03 CONTRACT AWARD: A. The Owner will award one (1) Contract for the Breakers as deemed in the best interest of the Owner. The following dates represent the proposed schedule for this Contract: Mar 13, 2024 Bid Opening Mar 27, 2024* Owner Awards Contract Apr 10, 2024 Contractor furnishes performance bonds, certificate of insurance and signed Contract(s) Apr 24, 2024 Contract(s) executed by Owner Jul 31, 2025 + Delivery of Breakers * Date subject to change. + Contract Price deductions (liquidated damages) apply to these dates. P:A04\285\07\LDuc\`ipecAl�reaker\lf.ut:chinsc�n,, MN ... Furnishing Beakers Hutch Sub ... 428507 Vll.# docx GR 2 Delivery of the breakers is desired to be no earlier than May 1, 2025 and no later than March 1, 2026. Based on current material availability, both later and earlier delivery dates will be considered by the Owner. 1.04 SUBMITTALS: A. Prior to ordering materials, the Contractor will review the equipment lists and quantity requirements and submit their internal bill of material (BOM) for review by the Engineer. B. The Contractor will prepare all drawings in AutoCAD 11" x 17" format compatible with AutoCAD 2021 Edition. C. The Contractor will submit to the Engineer structural details and drawings of the circuit breaker outline (including lifting points and center of gravity), schematics, and wiring diagrams for approval. All drawings will be approved by Engineer prior to fabrication. D. The Contractor will be responsible for all documents and drawings required to fully document the function of all equipment internal to the control panels. The Contractor will also show external equipment connections on the wiring diagrams. E. The Contractor will submit drawings and instructions for the installation, assembly, and field testing of the equipment to the Engineer for approval prior to fabrication. F. Test reports documenting compliance with ANSI C37.09 will be submitted to the Engineer for approval prior to shipment. G. Drawings will be submitted electronically to the Engineer in 11" x 17" PDF format. H. Drawings will be transmitted with a cover letter and such letter will note the submittal number, drawings included in transmittal, and date sent. I. Contractor will allow 21 days for the Engineer's review of the submittals. 1.05 DRAWINGS AND INSTRUCTION MANUALS: A. Each gas circuit breaker shall be shipped with an instruction manual and complete set of certified "as built" drawings, stored within a compartment in the control cabinet. As -built drawings shall include the following: 1. Nameplate drawing. 2. Outline of breaker and associated equipment. P:A04\285\07\LDuc\`ipecAl�reaker\lf.ut:chinsc�n,, MN ... Furnishing Beakers Hutch Sub ... 428507 Vll.# docx GR 3 3. Control schematics and wiring diagrams of all equipment. 4. Connection Diagrams. 5. Outline of bushings. 6. CT curves. B. In addition, the successful bidder shall, under separate cover, furnish: three (3) copies of instruction manuals: three (3) copies of certified "as built" drawings; and two (2) Thumb drives with drawings in AUTOCAD format and manuals in PDF format. C. The instruction manual shall contain a list of recommended spare parts. 1.06 SHIPPING AND DELIVERY PROCEDURES: A. The Bid(s) shall include F.O.B to the Project location in Hutchinson, MN. The Project site address is as follows: Hutchinson Substation 10 Garden Rd NE Hutchinson, MN 55350 B. Contractor shall notify the Owner when equipment is ready for shipment at least 7 days prior to delivery. In addition, seller shall advise the Owner of method of shipment, projected routing and estimated time in shipment. C. Title to the equipment shall pass to the Owner upon acceptance testing and checkout of the equipment and receipt of all required documentation. D. Deliveries Accepted: Monday -Friday, 8:00 AM — 3:00 PM, working days only. E. Contractor shall also coordinate delivery in advance with the Owner's substation construction Contractor to ensure that site preparations are complete and the Contractor can schedule to be on -site during delivery of the equipment. F. The Contractor shall coordinate delivery locations with the Owner and Engineer. 1.07 INSURANCE REQUIREMENTS: A. Casualty Insurance: Except when the risk of loss of the Equipment is with Owner, Contractor shall maintain on the Equipment insurance against loss or damage by fire, lightning and all other risks covered by the so-called extended coverage insurance endorsement in an amount equal to the full insurable value of the Equipment. Upon the request of Owner, Contractor shall deliver to Owner a certificate of insurance evidencing the insurance required by this section. P:A04\285\07\LDuc\`ipecAl�reaker\lf.ut:chinsc�n,, MN ... Furnishing Beakers Hutch Sub ... 428507 Vll.# docx GR 4 1.08 WARRANTY: A. Contractor shall furnish a standard warranty package with the material. B. The warranty shall be in effect a minimum of 60 months from date of delivery. C. The Contractor shall warrant the circuit breakers for a period of five (5) years for any SF6 leaks. Any gas leaks greater than 0.5% per year found during this warranty period shall be repaired by the Contractor, at the Contractor's expense. D. Shall be comprehensive, without deductibles, and shall cover all equipment furnished by Contractor, whether or not it was manufactured by the Contractor. E. All repair parts, labor, and travel expenses necessary for repairs at the job site shall be included. F. The Contractor shall repair or replace any materials found to be defective at no cost to the Owner. G. Any costs incurred by the Owner due to defective materials supplied by the Contractor shall be reimbursed to the Owner by the Contractor. 1.09 TERMS AND CONDITIONS: A. The Bidder is invited to attach their standard patent protection and liability limitation conditions, but shall not include any other terms and conditions to this bid. Any terms or conditions submitted with the Bid other than the terms or conditions herein listed shall be grounds for disqualification of bid. All additional costs required to meet this specification shall be deemed to be included in the Contract Price. * * * END OF SECTION * * * P:A04\285\07\LDuc\`ipecAl�reaker\lf.ut:chinsc�n,, MN ... Furnishing Beakers Hutch Sub ... 428507 Vll.# docx GR 5 TECHNICAL SPECIFICATIONS PART 1 - GENERAL 1.01 SCOPE: A. Work under this Section includes furnishing the circuit breakers as herein specified. B. Work performed by Others: 1. Unloading and installation of units. 1.02 SUBMITTALS A. Shop Drawings: 1. Dimensions. 2. Descriptive data. 3. Performance data. 4. Electrical drawings, etc. 1.03 PAYMENT: A. Payment shall be at the Contract unit prices as shown on the Bid Form. 1.04 WARRANTY: A. A warranty package shall be furnished with the circuit breakers. The warranty shall be in effect for 5 years after date of delivery of the last breaker received as part of this proposal. B. The manufacturer shall warrant the circuit breakers for a period of five (5) years for any SF6 leaks. Any gas leaks greater than 0.5% per year found during this warranty period shall be repaired by the manufacturer, at the manufacturer's expense. 1.05 REFERENCES: A. Circuit breaker shall comply but not limited to the following documents: 1. American National Standards Institute. 2. Institute of Electrical and Electronics Engineers P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx Tr 3. National Electrical Code. 4. National Electrical Safety Code. 5. American Society for Testing and Materials. PART 2 - PRODUCTS 2.01 GENERAL: A. These specifications are intended to cover the requirements for three-phase, 60 Hertz, outdoor, SF6 gas circuit breakers. These circuit breakers shall be designed, constructed, and tested in accordance with the latest revision of all applicable ANSUIEEE and NEMA Standards. These standards specifically are but not limited to the following standards: IEEE C37.04 Standard Rating Structure for AC High -Voltage Circuit Breakers ANSI C37.06 Standard for AC High -Voltage Circuit Breakers Rated on a Symmetrical Current Basis - Preferred Ratings and Related Required Capabilities IEEE C37.09 Standard Test Procedure for AC High -Voltage Circuit Breakers Rated on a Symmetrical Current Basis IEEE C37.010 Standard Application Guide for AC High -Voltage Circuit Breakers Rated Symmetrical Current Basis IEEE C37.011 Standard Application Guide for Transient Recovery Voltage for AC High -Voltage Circuit Breakers Rated Symmetrical Current Basis IEEE C37.012 Application Guide for Capacitance Current Switching for AC High -Voltage Circuit Breakers Rated Symmetrical Current Basis ANSI C37.12 Guide to Specifications for AC High -Voltage Circuit Breakers Rated on a Symmetrical Current Basis and a Total Current Basis ANSI C2 National Electrical Safety Code NEMA SG4 Alternating Current High Voltage Circuit Breakers P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx TrS 2 2.02 RATINGS: A. For _gang -operated breakers: breakers will be used for switching and protection of transmission lines or transformers as indicated on the bid form. Ratings as follows: 115 kV 69 kV Nominal Voltage, RMS 115 kV 69 kV Rated Continuous Maximum Voltage, RMS 123 kV 72.5 kV Rated Voltage Range Factor, K 1.0 1.0 Rated Continuous Current, RMS, 60 Hz 3000 A 2000 A Rated Short Circuit Current (at Rated Max. Voltage) 40 kA 40 kA Rated Interrupting Time 3 Cycles 3 Cycles Maximum Symmetrical Interrupting Capability, RMS 40 kA 40 kA Closing and Latching Capability, RMS 108 kA 108 kA Low Frequency Insulation Level, RMS 260 kV 160 kV Impulse Crest (BIL) Insulation Level, RMS 550 kV 350 kV Maximum Ambient Temperature 400 C 400 C Minimum Ambient Temperature * * -400 C -400 C ** with thermostatically controlled tank heaters 2.03 CONSTRUCTION: A. The circuit breaker shall be dead tank, three pole, single throw, and mechanically and electrically trip free. B. The circuit breaker shall be mounted on a rigid hot dipped galvanized steel frame. 1. Breaker frame must provide minimum clearance from supporting surface to lowest live part in accordance with Section 124A1 of the NESC. 2. Breaker frame must provide minimum clearance of 8 feet 6 inches from the supporting surface to the lowest part of indeterminate voltage as defined in Section 124A3 of the NESC. 3. Breaker frame hall provide a minimum clearance of two (2) feet between the foundation and the bottoms of the control and equipment cabinets and all maintenance devices such as valves, gauges, etc. 4. Breaker frame shall provide a maximum height of 7 feet 0 inches to the top of the control and equipment cabinets when measured from the top of the foundation. C. The circuit breaker shall include provisions for lifting the assembled breaker. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx TrS 3 D. The aluminum SF6 phase tanks shall be horizontal cylindrical construction with aluminum end covers, aluminum flanged bushing mounting openings, and aluminum CT covers. E. The bushings shall be ANSI 470, light gray porcelain and shall be equipped with NEMA 4-hole flat vertically mounted aluminum terminal pad. F. The breaker housing shall be permanently marked near each bushing with the bushing identification 1, 3, 5 and 2, 4, 6. G. The external finish for the breaker, including accessories shall be unfinished aluminum except for the painted control cabinet and galvanized frame. H. All painted surfaces shall be prepared according to acceptable industry standards for surface preparation. The paint shall be oil & rust resistant and a minimum of two coats, 3 mils total thickness, applied. L A plainly visible, mechanical position indicator showing actual position of the main circuit breaker contacts shall be provided. The position indicator shall be visible while standing on the ground with the control cabinet door closed. J. Provisions for travel recorder and mounting device. K. The circuit breaker shall include a mechanical closing device and any special tools required for slow closing of operator for maintenance. L. Four copper or stainless steel faced ground pads shall be provided at diagonally opposite corners of the circuit breaker frame, two on each corner, one located toward the bottom of the frame and one located toward the middle of the frame. An additional ground pad shall be located on the exterior of the control cabinet and be connected to the internal cabinet ground bar. Each ground pad shall be designed for NEMA 2 hole pad, 1/z" X 13 UNC, grounding connection. M. Provide sufficient quantity of gas to fill each breaker, provided in refillable, non- returnable, gas cylinder for SF6 transport and storage. N. Provide SF6 service port to facilitate adding/removing gas as necessary. Shall be leak tight DILO brand disconnect (no substitutions). O. A DILO brand (no substitutions) ball valve with 90-degree shut off shall be supplied to allow for the positive isolation of the main tanks from the gas density monitor/switches. Self-sealing quick disconnects are not permitted for this application. P. Provide build -in valve to bleed off each pressure switch from the main tank for maintenance checks. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx TrS 4 Q. All necessary SF6 high and low pressure gauges, cut-off sampling and filling valves, and travel switches shall be clearly identified. Alarm contacts shall be included for each monitoring device. There shall be a method to permit visual monitoring of the SF6 gas system pressure. The monitor and/or gauges shall be mounted inside the control cabinet to avoid exposure to weather and be visible with the control cabinet doors closed. R. The circuit breaker shall have a conveniently located external emergency trip handle which trips the breaker and operates a switch that prevents electrically closing of the breaker until after the switch has been manually reset. Trip handle shall be red in color. Critically low SF6 must prevent this device from tripping the breaker, and the trip handle shall have a protective cover to prevent inadvertent operation. S. The closing relay (52X) shall be provided with at least one spare "a" contact wired to the terminal board for the Owner's use. The anti -pump relay (52Y) circuit shall be wired so the positive leg is isolated from the 52X closing relay circuit. The 52b for the customer green light shall be wired to the close circuit. T. If tank heaters are required to obtain the minimum rated ambient temperature, tank heater supply circuit shall be monitored by both an undervoltage relay and an undercurrent relay. Undercurrent relay alarm shall be set to indicate when one or more tank heater units fail. U. The following dry contact closure alarms shall be wired to the terminal block for Owner's use: 1. For any condition that requires immediate maintenance 2. For any condition that leads to blocking of tripping 3. For any condition that causes blocking of tripping 4. Spring not fully charged condition, time delayed to allow for normal spring charging operation without alarming. 5. SF6 tank heater failure (undervoltage and undercurrent alarms), if required. V. The circuit breaker and accessories will be designed to withstand seismic Zone 1 stresses as defined in the Uniform Building Code and in accordance with IEEE 693-1984, `IEEE Recommended Practices for Seismic Design of Substation'. W. All nuts and studs will be securely locked in place to prevent loosening during operation. X. Bolts or nuts that must be removed will be adequately protected from corrosion and will be easily accessible with the proper tool. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx TrS 5 Y. All moving parts will be designed to minimize friction due to corrosion or galling of pins, shafts, bushings, etc., by the use of material in the proper corrosion - resistant and non -galling combinations, properly protected. Z. Corrosion -resistant cotter pins, fasteners, and washers will be used throughout. All clevises and hangers will be designed to allow rotating pins to move without excessive wear of cotter pins and other fasteners. Where lubricant is required, Contractor will recommend a non -corrosive and non -congealing lubricant and convenient means will be provided for its application. AA. Visual indicator of spring charge/discharge state. 2.04 INTERRUPTERS: A. The stationary and movable contacts shall be easily changed out when tanks are opened. 2.05 OPERATING MECHANISM: A. The mechanism shall be compression spring stored energy type, and shall be equipped with anti -pumping control features. Shall have means to prevent overcharging of spring and insufficiently charged springs from attempting a close operation. Shall have mechanical indication that the spring is charged, not fully charged, or discharged if applicable. B. The spring operators must be in compliance with applicable ANSI standards covering the spring operating mechanism and associated breaker. The breaker must also be capable of an open - close - open operation without recharge from motor. C. The breaker must be capable of the ANSI standard reclosing duty cycle. One immediate reclose operation will be followed by a series of close operations, each delayed by 15 seconds. D. SF6 pressure switches shall be installed to keep the system within normal pressures, to prevent closing and tripping during critically low pressure, and to provide a two -stage low pressure alarm for Owner's use. 2.06 CURRENT TRANSFORMERS: A. Each circuit breaker shall be equipped with a minimum of two (2) bushing current transformers per bushing, unless otherwise noted. Taps of the current transformers shall be in accordance with NEMA SG4, Table 3-5. Current transformer ratings shall be dual rated as identified below: P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx TrS 6 115 kV breakers: Bushing Number CTs per Bushing Ratio Rating Factor Accuracy Class 1, 3, 5 2 2000:5 MR 2.0 C-800 / 0.3B1.8 2, 4, 6 2 2000:5 MR 2.0 C-800 / 0.3B1.8 69 kV breakers: Bushing Number CTs per Bushing Ratio Rating Factor Accuracy Class 1, 3, 5 3 1200:5 MR 2.0 C-800 / 0.3B1.8 2, 4, 6 2 1200:5 MR 2.0 C-800 / 0.3B1.8 B. All leads of all current transformers shall be wired to shorting type terminal blocks in the control cabinet. All current transformer wiring shall be 410 AWG (minimum) switchboard wire. All switchboard wire shall be XL insulated, stranded wire, type SIS. C. A separate, plainly marked, shorting type terminal block shall be installed for each current transformer and shall contain four brass screws per terminal block. D. Full winding CT grounding wiring shall be installed on the CT side of the shorting terminal blocks. Grounding screws shall be installed on the shorting blocks. The opposite side of the shorting terminal block shall be left open for Owner's external connections. E. Weather-proof conduits and fittings shall be used for all leads from the current transformers to the control cabinet. F. Acceptable CT manufacturers are ABB, Associated Engineering, General Electric, or Meramec. 2.07 CONTROL CABINET: A. The operating mechanism/control cabinet shall be rated NEMA 3R, dust tight, rain tight, and sleet and ice proof with a three-point latching mechanism. B. An operating handle shall be furnished on the exterior of the cabinet doors for latching and unlatching the doors and shall have provisions for padlocking. C. The control cabinet shall be painted ANSI 470 gray on the outside and white on the inside. D. The cabinet shall contain, as a minimum, the following equipment: 1. Operating mechanism, including gauges, pressure switches and alarms. 2. Removable conduit plate of sufficient area to bring in conduits. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx TrS 7 3. Auxiliary switch with at least ten (10) "a" contacts and ten (10) "b" contacts for Owner's use. 4. A positive temperature coefficient heater to minimize condensation. Provide High Voltage Supply 1030, or equal. 5. Mechanical operation counter. 6. Low SF6 pressure lockout relays for each trip circuit. The loss of one trip circuit DC source shall not prevent the control circuit(s) from blocking tripping in trip circuit 1 or trip circuit 2. The control circuit for blocking of closing for interrupter low SF6 gas pressure shall be powered from the preferred DC source. A 27PX relay shall detect a loss of Trip 1 DC so that the spring discharge and low gas lockout relays are powered by the preferred source of Trip 1 and emergency source of Trip 2 DC. The Owner will provide a sample schematic prior to shop drawing development. 7. Local trip and close push buttons shall be provided in the circuit breaker. 8. Dual 125 VDC trip coils. 9. All necessary SF6 high and low pressure gauges, cut-off and filling valves, and travel switches shall be mounted in the control cabinet and clearly identified. Alarm contacts shall be included for each monitoring device. 10. Terminal blocks for all alarms, auxiliary switches, customer contacts, and A.C. and D.C. supply voltages. All blocks shall be easily accessible, and shall be clearly marked. 11. Terminal blocks for customer control connections shall be General Electric type E13-25, or equal, and for current transformer connections shall be General Electric shorting type E13-27, no equal. 12. Separate fused knife switches for control circuits, heater circuits, and motor circuits. The Trip 1 and Trip 2 DC circuits shall be supplied with un-fused knife switches. 13. All wiring in the cabinet shall be neat in appearance. All connectors used for terminating control and secondary wiring shall be full circle lugs with seamless barrels and uninsulated, visible crimping. BURNDY Type YAV HYLUGS satisfies the above specification and are routinely accepted without additional approval. Any quotation proposing alternate to the YAV connector shall include a sample for inspection if specific written approval for that connector has not been received. The size of the cabinet shall be large enough, to permit easy access to all parts and terminal blocks. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx Trs_,s 14. Duplex 120 VAC, 20-amp, GFCI outdoor weatherproof convenience outlet shall be furnished on the outside of the control cabinet. 15. Mechanism housing light with door switch. Light shall automatically turn on when door is open and automatically turn off when door is closed. 16. All contacts furnished for customer use shall be rated for 125 VDC. 17. The operating mechanism motor shall be 120 volts single phase AC/125 volts DC universal motor with AC/DC transfer switch. 18. General purpose relays for remote indication of the "Loss of DC Power" or "Loss of AC Power". Provide one relay for the DC charging motor circuit, the DC close circuit, and each DC trip circuit. Provide one relay for the AC power circuit. The relays shall be located on the load -side of the input fuses. General purpose relays shall be Potter & Brumfield type KRP or equal. E. Control and auxiliary circuits shall be wired with 414 AWG (minimum) switchboard wire. Switchboard wire shall be as specified in Section 2.06.13. F. The pressure switches, relays, switches, fuses, terminal blocks, gauges, etc., shall be clearly marked with the designation given to them on the drawings. G. The Owner's Engineer will provide a sample schematic prior to shop drawing development. 2.08 CONTROL POWER: A. Control power shall be ungrounded 125 VDC. All equipment, coils, and contacts shall be capable of being operated at 140 VDC when the station battery is being equalize charged. 2.09 AUXILIARY POWER: A. All Auxiliary Power Equipment shall be single phase and will be supplied from a 120/240 VAC source. 2.10 ACCEPTABLE MANUFACTURERS: A. All bids will be evaluated on the basis of compliance with the Specifications, cost, delivery, and the Owners and Engineer's past experience with units manufactured by the Contractor. B. Only breakers from the following list of manufacturers shall be furnished unless written permission is obtained from the Engineer or Owner. P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx Trs 9 2. Mitsubishi 3. GE 4. Siemens 5. Or approved equal prior to bid. PART 3 - DRAWINGS AND INSTRUCTION MANUALS 3.01 Each gas circuit breaker shall be shipped with an instruction manual including the certified factory test reports and a complete set of certified "as built" drawings, stored within a compartment in the control cabinet. As -built drawings shall include the following: A. Nameplate drawing B. Outline of circuit breaker and associated equipment. C. Control schematics and wiring diagrams for all equipment. D. Connection diagrams. E. Outline of bushings F. CT curves G. Instruction books for all equipment. 3.02 Contractor shall furnish approval drawings for review and approval. Drawings shall be electronically submitted in formats no larger than 11 x 17 with lettering size no smaller than 0.05 in. 3.03 In addition, the successful bidder shall, under separate cover, furnish one (1) hard copy set and one (1) electronic (.pdf and .dwg files) set of instruction manuals, certified factory test reports, and as -built drawings. 3.04 The instruction manual shall contain a list of recommended spare parts. PART 4 - EXECUTION 4.01 SHIPPING PROCEDURES: P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx Tr i o A. All Bids shall include F.O.B to the transformer pad at the Project location in Hutchinson, MN. The Project site address is as follows: Hutchinson Substation 10 Garden Rd NE Hutchinson, MN 55350 1. Delivery instructions will be given to the Manufacturer at the time of shipment. B. Title to the equipment shall pass to the Owner upon acceptance testing and checkout of the equipment and receipt of all required documentation. C. Deliveries Accepted: Monday -Friday, 8:00 AM — 3:00 PM. D. The Contractor shall investigate all limitations regarding shipping the equipment. The breaker shall be shipped as completely assembled as transportation limits allow. E. Contractor shall also coordinate delivery in advance with the substation construction Contractor to ensure the Contractor can schedule to be on -site during delivery of the equipment. F. Anchor bolt installation details shall be sent within 16 weeks after contract execution. * * * END OF SECTION * * * P:A04\285\07\DocASpecABreaker\Hutchinson, MN - Furnishing Breakers Hutch Sub - 428507-IFB.docx Tr MATERIAL AGREEMENT THIS AGREEMENT made as of , 2024 between Border Albertville, Minnesota (hereinafter called the "Contractor"), and Commission - Hutchinson, Minnesota (hereinafter called the "Owner"), States Electric — Hutchinson Utilities WTTNESSETH, that the Contractor and the Owner for the considerations hereinafter named agree as follows: 1.01 SCOPE OF WORK. A. The Contractor agrees to sell and deliver to the Owner and the Owner agrees to purchase and receive from the Contractor equipment in strict accordance with the documents entitled "Furnishing 115 kV & 69 kV Breakers" for Hutchinson Utilities Commission - Hutchinson, Minnesota. 1.02 THE CONTRACT DOCUMENTS. A. The Contract Documents shall consist of this written Agreement, Bid Form, Advertisement for Bids, Instructions to Bidders, Addendums issued numbers 1-2, Insurance Policies and Certificates, General Requirements, Performance Bond, Drawings and Specifications, tests and engineering data, approved Change Orders, Contractor's Requests for Payment, and all Addenda issued by the Owner prior to the awarding of the Contract (collectively, the "Contract Documents"). All of the Contract Documents listed in this Material Agreement are hereby incorporated by this reference as fully as if they were set out in this Agreement in full, all of which documents and instruments are incorporated by the signature of the parties hereto. 1.03 TIME OF COMPLETION. A. The work to be performed under this Contract shall be commenced upon execution of this Agreement. Material shall be fully delivered by Date as Specified on Supplier's Bid Form [To be updated with Contractor's guaranteed delivery date]. 1.04 THE CONTRACT SUM. A. The Owner shall pay the Contractor for the equipment, in current funds: The Owner shall pay to the Contractor for performance of the work encompassed by this Agreement, and the Contractor will accept as full compensation therefore the lump sum of seven hundred sixty thousand, nine hundred thirty-six and 17/100 dollars ($760,936.17), subject to adjustment as provided by the Contract Documents, to be paid by progress payments in cash or its equivalent in the manner provided for in the Contract Documents. P:\04\285\07\Doc\Spec\Breaker\Contract Docs\Agreement 428507 BSE.docx MA I 1.05 PAYMENT. A. Payment to the Contractor will be made on the basis of one hundred percent (100%) of the base bid within thirty (30) days of receipt of the materials in acceptable condition and associated invoice. 1.06 LIQUIDATED DAMAGES: A. Contractor and Owner recognize that time is of the essence and that Owner will suffer financial and other losses if the Work is not completed and Milestones not achieved within the times specified, plus any extensions thereof allowed in accordance with the Contract. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as apenalty): B. Contractor shall pay per the terms as defined in the Bid Proposal, section Liquidated Damages for Delays. 1.07 TERMINATION. A. This Agreement may be terminated by either party upon seven (7) days written notice should the other party breach the terms of this Agreement and, that party fails to initiate and diligently pursue a cure to such breach within the seven (7) day period after receiving such written notice. 1.08 ASSIGNMENT. A. The Contractor shall not assign all of his rights or obligations under this Agreement without the express written consent of the Owner. Upon any assignment even though consented to by the Owner, the Contractor shall remain liable for the performance of the work under this Agreement. 1.09 PARTIAL INVALIDITY. A. If any provisions of this Agreement are in violation of any statute or rule of law of the State of Minnesota, then such provisions shall be deemed null and void to the extent that they may be violative of law, but without invalidating the remaining provisions hereof. 1.10 WAIVER. A. No waiver of any breach of any one of the agreements, terms, conditions or covenants of this Agreement by the Owner shall be deemed or imply or constitute a waiver of P:\04\285\07\Doc\Spec\Breaker\Contract Docs\Agreement 428507 BSE.docx MA 2 any other agreement, term, condition or covenant of this Agreement. The failure of the Owner to insist on strict performance of any agreement, term, condition or covenant, herein set forth, shall not constitute or be construed as a waiver of the Owner's rights thereafter to enforce any other default; neither shall such failure to insist upon strict performance be deemed sufficient grounds to enable the Contractor to forego or subvert or otherwise disregard any other agreement, term, condition or covenant of this Agreement. 1.11 ENTIRE AGREEMENT. A. The within Agreement, together with the Contract Documents, constitute the entire agreement of the parties hereto. No modification, change, or alteration of the within Agreement shall be of any legal force or effect unless in writing, signed by all the parties. 1.12 COUNTERPARTS. A. This Agreement may be executed in several counterparts and each such counterpart shall be deemed an original. 1.13 GOVERNING LAW. A. Venue for any and all legal actions regarding or arising out of the transaction covered herein shall be solely in the District Court in and for McLeod County, State of Minnesota or the United States District Court for the State of Minnesota. This transaction shall be governed by the laws of the State of Minnesota. 1.14 INSURANCE REQUIREMENTS. A. The Contractor shall secure and maintain such insurance policies as specified in the General Requirements of this Contract. 1.15 WARRANTY A. Warranty shall be as defined in the specifications. In the Bid Proposal, Commercial Terms, Warranty Section, replace the existing statement with "As Specified". 1.16 NOTICES. A. All notices, requests, demands and other communications given or to be given under this Agreement shall be in writing and shall be deemed to have been duly given when served if served personally, or on the second day after mailing if mailed by first class mail, registered or certified, postage prepaid, and properly addressed to the party to whom notice is to be given as set forth below. P:\04\285\07\Doc\Spec\Breaker\Contract Docs\Agreement 428507 BSE.docx MA 3 If to Owner: Hutchinson Utilities Commission Hutchinson, MN 55350 MMM�• • If to Contractor: Border States Electric 1] 927 531" Street NE Albertville 53�01 - MN 5- _-, A. Risk of loss of the Equipment shall remain with Contractor until the Equipment has been unloaded, inspected, and accepted by the Owner or Owner's Representative, at which time risk of loss shall pass to Owner. Notwithstanding the foregoing, if Owner rejects the Equipment as non -conforming, risk of loss of the Equipment shall be and remain with Contractor until Contractor corrects the non -conformity or Buyer accepts the Equipment. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives all as of the day and year first above written. Hutchinson Utilities Commission - Border States Electric Owner Contractor Sign: Sip: Print: Print: ATTEST ATTEST Sign: Sign: Print: Print: p:104\285\07\Doc\Spc:c\Brcaker\Contract Do,cs\Agr,eement 428507 BSE.doex MA-4 HUTCHINSON UTILITIES COMMISSION9111t Board Action Form WWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW Agenda Item: Approve Req #009912 Fiberglass Service Body Presenter: Dave Hunstad Agenda Item Type: Time iRequested (Minutes):5 New Business Attachments: ! Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: As part of the Fleet Management Program the 2012 Dodge Ram is due for replacement. We ordered the Chassis in December of 2023 and now we are looking to order the Fiberglass Service Body. We are recommending the Crysteel Equipment Service body from the Minnesota State Cooperative Purchasing Contract T-765(5) for $37,018.00 plus tax and fees. Attachments: Crysteel Equipment Quote Req 9912 BOARD ACTION REQUESTED: Approve Req# 009912 Fiscal Impact: $37,018.00 Included in current budget: Yes Budget Change: Yes PROJECT SECTION:' Total Project Cost: Remaining Cost: HUTCHINSON UTILITIES ra,�itiak° tt ni'i ni'it II Ewa s�io ni CRYSTEEL TRUCK EQUIPMENT PO BOX 733 LAKE CRYSTAL, MN 56055 Note Description: Fiberglass Service Body Metering PURCHASE REQUISITION HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST SE HUTCHINSON, MN 55350 Phone:320-587-4746 Fax:320-587-4721 Date Requisition No. 05/21 /2024 009912 Required by: Requested by: dhunstad Item No. Part No. Description Qty Unit Due Date Unit Price Ext. Amount FIBERGLASS SERVICE BODY - MFG. PART: 1 1.00 EA $37,018.000 $37,018.00 Total: 37,018.00 Date Printed: 05/21/2024 Requisitioned By: dhunstad Page: 1/1 1130 73rd Avenue NE Highway 60 East Fridley, MN 55432 Lake Crystal, MN 56055 (763)571-1902 (507)726-6041 R TOU E 1-800-795-1902 1-800-722-0588 TRUrC CFIPfM NT Fax # (763) 571-5091 Fax # (507) 726-2984 T ° °ARTS & www.crVsteeItruck.com ,4N FCZ�L OPPOP_TG Nl7y FMPL0YFP2 Date: 5/13/2024 Reference: REV1 Full Transverse Company: Hutchinson Utilities Address: 225 Michigan ST SE Contact: Ron Hettinger Phone# 320-582-1566 Email: rhettinger0hutchinsommn. ov City: Hutchinson State: MN Dealer Chassis Estimated Delivery; ................................ ................................................................................................ i............................................................................. ........................................................................................... Truck Make € Chevy CA or CT 5611 ................................................................................................................................i........................................................................................................................................................................ Model Year 2024 Transmission: ................................................................................................................................i.............................................................................;........................................................................................... Truck Model 2500 Super Cab 8' Box Cab Color: REFERENCE: COOPERATIVE PURCHASE OF EQUIPMENT FROM STATE OF MINNESOTA CONTRACT NO: RELEASE NO: T-765(5) CONTRACT PERIOD: EXTENSION OPTION: 1-UNIT STATE COOPERATIVE PRICING Price Each Extended 2.0 Utility Service Body Fiberline Fiberglass Service Body Specifications: 1/8" Steel treadplate floor and bulkhead, primed and painted gloss Gelcoat finish to match standard chassis white. Molded fiberglass side packs. All interior fiberglass gelcoated white. Stainless steel paddle latches, all keyed alike. Fully adjustable door strikers with safety catch. Fiberline designed automotive style weather-strip. Aluminum treadbrite front rock guards. Stainless steel rear wheel well rock guards. Stainless steel HD hinges. All stainless steel bolts and self-locking nuts. Extruded aluminum drip rails above all side doors. Fiberglass bulkhead between compartments. Flush shock mounted exterior lights to meet FMVSS#108. Lighted license plate bracket. Loomed one piece wiring harness with molded plug. Floor drains in front and rear vertical compartments. Dual fuel recess molded into streetside side pack. 12" Aluminum drop -down tailgate (40" high bodies only). Vents in each side pack. Cable door stops on all side doors. Non skid on tops of side packs. Additional Add-ons 1 2.1 FB-Installation 1 2.4 FB-96"L x 79"W x Up to 64"H (15" Deep Compartment) for single rear 1 NCI **SIDE PACKS TO BE 20" WIDE AND LOAD BED AREA WILL BE SHORTENED TO COMPENSATE FOR THE WIDER SIDE PACKS Street Side Compartment Configuration SS1V 1 2.75 FB-Aluminum Treade-Brite transverse open to one side 1 2.76 FB-Transverse open to both sides (either steel and aluminum) Add to 1 2.81 FB-Rack and two drawers on steel rollers - pull both sides 2/3rd's length **3" deep drawers with 8" Spacing between drawers SSH 1 2.16 FB-Add for 1 adjustable aluminum divider tray w/ removable dividers ** Mount stationary to bottom of compartment SSRV 1 2.28 FB-Add for Hot stick door w/ full length fiberglass shelf ** Running from rear up to transverse compartment 1 2.16 FB-Add for 1 adjustable aluminum divider tray w/ removable dividers Curb Side Compartment Configuration SS1V Transverse Compartment SSH 1 2.16 FB-Add for 1 adjustable aluminum divider tray w/ removable dividers ** Mount stationary to bottom of compartment SSRV 1 2.17 FB-Add for 2 adjustable aluminum divider tray w/ removable dividers Compartment Accessories 4 2.31 FB-Add for gas door shocks (per compartment) for vertical doors 6 2.34 FB-Add for LED 3 light module lighting (per comp.) three sides of the compartment opening Body Components 1 2.35 FB-1/8" aluminum tread plate floor and subframe ILO steel on 40" high bodies 96" body Bumper 1 2.49 FB-Add for 8" non recessed steel treadplate bumper Load Bed 1 2.44 FB-Add for full Fiberglass top w/ double rear barn doors 1 NCI Slide Master 1,000 Ibs 100% 1/8" Alum Pull Out Tray inside load bed area covering the width of the load bed area 1 NCI FB-Add for dividers on slideout NOTE: *Mount Inverter In load bed against front wall as high as possible on Curb Side **Mount Battery on a shelf next to inverter ** No hitch quoted 8.0 Accessories $1, 344.00 $14,532.00 $337.00 $831.00 $156.00 $1, 696.00 $417.00 1 $898.00 $417.00 $417.00 $737.00 $142.00 $215.00 $602.00 $927.00 $1, 526.00 $2,184.00 $725.00 $1,344.00 $14,532.00 $337.00 $831.00 $156.00 $1,696.00 $417.00 $898.00 $417.00 $417.00 $737.00 $ 568.00 $1,290.00 $602.00 $927.00 $1,526.00 $2,184.00 $725.00 1 8.6 Electrical Outlet (GFI) installed $726.00 $726.00 - (1) Installed Inside Load Bed Area as high as possible on the CURB Side of the side pack 1 8.29 Buyers Mini Light Bar installed on cab shield, wired to in dash switch $433.00 $433.00 (8891060) 1 NCI Acari Rooftop Mount for Light Bar $454.00 $454.00 2 8.38 For 1 Set Buyers Surface Mt Strobes $284.00 $568.00 **(1) Set mounted in front grill of truck **(1) Set mounted on side packs facing rear **All Strobes Mounte to one switch HOT 1 8.39 For 1 LED flood light installed $175.00 $175.00 ** Mounted centrally inside above barn doors facing into LBA 1 8.47 DSI 12/150ON HD 1500 Watt Pure Sine 5Y $2,596.00 $2,596.00 1 8.7 Additional Group 29 Battery and (2) Fuses for larger Inverters or longer $753.00 $753.00 run Inverters (too much voltage drop) 1 8.1 Full Metal Jacket applied to Service body Load Bed floor $528.00 $528.00 1 8.2 Full Metal Jacket applied to Service body Load Bed Sides and Front $528.00 $528.00 1 8.16 WeatherTech 2 piece front floor mats $107.00 $107.00 1 8.9 Repositions Camera Eye Only $300.00 $300.00 1 8.17 WeatherTech Mud Flaps $87.00 $87.00 - Front Mud Flaps 1 NCI Jotto Laptop desk with power ran from inverter $659.00 $659.00 1 8.9 Repositions Camera Eye Only $300.00 $300.00 1 NCI Trade value for pickup box removed -$800.00 -$800.00 Total Package Price $37,018.00 ***PRICES SHOWN DO NOT INCLUDE ANY APPLICABLE TAXES OR FEES*** Cost Per Loaded Mile for Delivery: $4.00 Starting Point: Lake Crystal, MN *A WRITTEN PURCHASE ORDER MUST BE RETURNED SPECIFYING PURCHASE OF THIS EQUIPMENT OFF THE STATE OF MINNESOTA COOPERATIVE PURCHASE CONTRACT *NO EXHAUST WORK INCLUDED FOR TRUCKS WITH NEW EMISSION CONTROL EXHAUST SYSTEMS. EXHAUST SYSTEMS CANNOT BE MODIFIED. *ALL LABOR COSTS ARE BASED ON INSTALLING EQUIPMENT ON A TRUCK CHASSIS WITH ALL TRUCK ITEMS OUT OF THE WAY FOR EQUIPMENT INSTALLATION. IF CRYSTEEL HAS TO MOVE FUEL TANKS, AIR TANKS, AIR DRYER, ETC. Vendor Name: Crysteel Truck Equipment -Lake Crystal Contact Person: Nate Dressel Street Address: 62248 Ember Rd City, state, zip: Lake Crystal, MN 66066 Phone #: 607 441-1422 Toll Free #: (800) 722-0688 Fax #: (507) 726-2984 Email Address: Indressel(@crysteeltruck.com HUTCHINSON UTILITIES COMMISSION9111t Board Action Form WWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW Agenda Item: Approval of Resolution 24-01 Presenter: Jeremy Carter Agenda Item Type: Time iRequested (Minutes):10 New Business Attachments: ! Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: HUC is currently in a short-term pre -pay gas supply contract with PEAK/BP through November of 2024. As part of the initial pre -pay deal done in 2018, PEAK & BP are looking to re -price the existing bonds. As part of repricing PEAK/BP are interested in retaining HUC volumes in another short-term deal as part of the overall repricing transaction. Approving the resolution authorizes Hutchinson Utilities Commission to execute the Short -Term Gas Supply Contract pursuant to Hutchinson Utilities Commission agreeing to purchase specified quantities of natural gas from PEAK at a discount. Approving the resolution also authorizes the General Manager to execute any additional closing documents or certificates required in connection with the execution and delivery of the contract or in carrying out the intentions and purpose of the resolution. In addition, a certificate document and attorney's opinion letter will be completed and signed as part of the closing procedures related to the repricing/remarking transaction. BOARD ACTION REQUESTED: Approve Resolution 24-01 and Fiscal Impact: Saving - $50K-$70K annually Included in current budget: Yes Budget Change: PROJECT SECTION:' Total Project Cost: Remaining Cost: RESOLUTION # 2 4 - 01 RESOLUTION OF THE HUTCHINSON UTILITIES COMMISSION OF HUTCHINSON, MINNESOTA (i) AUTHORIZING THE EXECUTION OF A GAS SUPPLY CONTRACT ("CONTRACT") WITH THE PUBLIC ENERGY AUTHORITY OF KENTUCKY ("PEAK") FOR THE PURCHASE OF NATURAL GAS FROM PEAK; (ii) ACKNOWLEDGING THAT PEAK WILL ISSUE ITS GAS SUPPLY REFUNDING BONDS TO FUND THE PURCHASE OF A SUPPLY OF NATURAL GAS FROM BP ENERGY COMPANY ("BPEC"), WHICH GAS WILL BE USED TO MAKE DELIVERIES UNDER THE CONTRACT; AND (iii) FOR OTHER PURPOSES WHEREAS, the Hutchinson Utilities Commission of Hutchinson, Minnesota owns and operates a municipal gas distribution and electric utility and is authorized by the provisions of the City of Hutchinson City Charter to acquire, purchase, transport, store and manage supplies of gas necessary to meet the requirements of the residential, commercial and industrial customers served by such utility; and WHEREAS, the acquisition of secure, reliable and economic supplies of natural gas is necessary for the prudent and businesslike operation of the utility owned by the Hutchinson Utilities Commission, the continued economic development of its community and the promotion of the public health, safety and welfare; and WHEREAS, the Public Energy Authority of Kentucky which was formed pursuant to the Natural Gas Acquisition Authority Act, KRS 353.400 to 353.410, has offered to sell to the Hutchinson Utilities Commission pursuant to the Contract, a supply of natural gas in the quantities on the dates set forth in the Contract, on the condition that PEAK issues its Gas Supply Revenue Refunding Bonds, 2024 Series B (the "Bonds") the proceeds of which will be used to acquire a supply of natural gas (the "Gas Supply") pursuant to an Amended and Restated Prepaid Agreement with BPEC (the "Prepaid Agreement"); and WHEREAS, the Hutchinson Utilities Commission is a Government Agency, as such term is defined in the Gas Supply Contract, and desires to enter into the Contract with PEAK. NOW, THEREFORE, BE IT RESOLVED by the Hutchinson Utilities Commission of Hutchinson, Minnesota as follows: 1. The Hutchinson Utilities Commission hereby approves the execution and delivery of the Short -Term Gas Supply Contract, in substantially the form previously submitted to the Hutchinson Utilities Commission and attached hereto as Exhibit A, pursuant to which the Hutchinson Utilities Commission will agree to purchase specified quantities of natural gas from PEAK, such deliveries to be made on the dates, at the volumes and for the prices set forth in such Gas Supply Contract. 2. The General Manager of the Hutchinson Utilities Commission or his designee is hereby authorized to execute any such other closing documents or certificates that may be required or contemplated in connection with the execution and delivery of the Contract or carrying out the intent and purpose of this resolution. ME1 48373948v.1 This Resolution shall take effect immediately upon its adoption. All Resolutions or portions thereof inconsistent with this Resolution are hereby repealed and superseded. BY: Title: Attest BY: Title: Attest: MEl 48373948v.1 EXHIBIT A Form of Short -Term Gas Supply Contract [Attached] ME1 48373948v.1 DRAFT 5/3/2024 SHORT-TERM GAS SUPPLY CONTRACT DATED AS OF j 1, 2024 BETWEEN PUBLIC ENERGY AUTHORITY OF KENTUCKY, as Seller HUTCHINSON UTILITIES COMMISSION, as Buyer ME 1 48371144v.1 TABLE OF CONTENTS ARTICLE I DEFINITIONS...........................................................................................................1 Section1.01 Defined Terms...................................................................................................1 Section 1.02 Interpretation.....................................................................................................7 Section 1.03 Technical Meanings...........................................................................................7 ARTICLE II TERM AND DELIVERY PERIOD.............................................................................7 Section2.01 Term..................................................................................................................7 Section 2.02 Termination Prior to Commencement of Delivery Period...................................8 ARTICLE III SALE AND PURCHASE; DELIVERY POINT PREMIUM.........................................8 Section 3.01 Sale and Purchase............................................................................................8 Section 3.02 Contract Price....................................................................................................8 ARTICLE IV FAILURE TO DELIVER OR TAKE GAS..................................................................8 Section 4.01 Seller's Unexcused Failure to Deliver................................................................8 Section 4.02 Buyer's Unexcused Failure to Take...................................................................9 Section 4.03 Failure to Deliver or Take Due to Force Majeure...............................................9 Section4.04 Load Loss..........................................................................................................9 Section 4.05 Make-up Delivery in Lieu of Payment................................................................9 Section4.06 Sole Remedies..................................................................................................9 ARTICLE V DELIVERY POINTS; TRANSPORTATION; NOMINATIONS AND IMBALANCES ...9 Section 5.01 Delivery Points...................................................................................................9 Section 5.02 Responsibility for Transportation, Nominations and Imbalances ......................10 Section 5.03 Agreements Regarding Operations and Delivery.............................................11 Section 5.04 Title and Risk of Loss......................................................................................12 ARTICLE VI QUALITY AND MEASUREMENT.........................................................................12 Section 6.01 Quality and Measurement................................................................................12 ARTICLE VII BILLING, PAYMENT AND AUDIT........................................................................13 Section 7.01 Monthly Statements.........................................................................................13 Section7.02 Payment..........................................................................................................13 Section7.03 Netting.............................................................................................................13 Section 7.04 Payment Default and Delivery Suspension......................................................13 Section 7.05 Termination for Payment Default.....................................................................14 Section7.06 Audit................................................................................................................14 ARTICLE VIII TERMINATION ...................................................................................................14 ME 1 48371144v.1 TABLE OF CONTENTS (CONTINUED) Section 8.01 Automatic Termination Event...........................................................................14 Section 8.02 Buyer Termination Events...............................................................................14 Section 8.03 Right to Termination; Remedies......................................................................15 Section 8.04 Other Remedies..............................................................................................15 Section 8.05 Limitation on Damages....................................................................................16 ARTICLE IX REMARKETING...................................................................................................16 Section 9.01 Remarketing Notices.......................................................................................16 Section 9.02 Remarketing Terms.........................................................................................17 ARTICLE X EXCHANGES........................................................................................................17 Section 10.01 General Principle...........................................................................................17 ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS..................................17 Section 11.01 Tax -Exempt Status of the Bonds...................................................................17 Section 11.02 Qualifying Use...............................................................................................17 Section 11.03 Representations and Warranties....................................................................18 Section 11.04 Additional Representations, Warranties and Covenants of Buyer ..................19 Section 11.05 Negative Covenant........................................................................................20 ARTICLE XII TAXES.................................................................................................................20 Section12.01 Taxes............................................................................................................20 ARTICLE XIII FORCE MAJEURE.............................................................................................20 Section 13.01 Force Majeure...............................................................................................20 ARTICLE XIV GOVERNING RULES AND REGULATIONS......................................................22 Section 14.01 Compliance with Laws...................................................................................22 Section14.02 Contests........................................................................................................22 Section 14.03 Defense of Contract.......................................................................................22 Section 14.04 Continuing Disclosure....................................................................................22 ARTICLE XV MISCELLANEOUS..............................................................................................22 Section15.01 Assignment....................................................................................................22 Section15.02 Notices..........................................................................................................23 Section 15.03 Indemnification Procedure.............................................................................23 Section15.04 Entirety..........................................................................................................23 Section 15.05 Governing Law..............................................................................................23 ME 1 48371144v.1 TABLE OF CONTENTS (CONTINUED) Section15.06 Non-Waiver...................................................................................................24 Section 15.07 Severability....................................................................................................24 Section 15.08 Exhibits..........................................................................................................24 Section 15.09 Winding Up Arrangements.............................................................................24 Section 15.10 Relationship of the Parties.............................................................................24 Section15.11 Immunity........................................................................................................24 Section 15.12 Counterparts..................................................................................................24 Section 15.13 Third -Party Beneficiaries...............................................................................24 Section 15.14 Rights of Trustee...........................................................................................25 Section 15.15 Non -Publication of Index Price.......................................................................25 ARTICLE XVI CLOSING DOCUMENTATION...........................................................................25 Section 16.01 Closing Documentation..................................................................................25 EXHIBIT A DAILY CONTRACT QUANTITY EXHIBIT B DELIVERY POINTS AND INDICES EXHIBIT C NOTICE CONTACT AND PAYMENT INSTRUCTIONS EXHIBIT D BUYER CERTIFICATE EXHIBIT E FORM OF REMARKETING NOTICE EXHIBIT F OPINION OF COUNSEL TO BUYER EXHIBIT G BUYER'S AUTHORIZING RESOLUTION ME 1 48371144v.1 SHORT-TERM GAS SUPPLY CONTRACT This Short -Term Gas Supply Contract (this "Contract's is made and entered into as of r 1, 2024 (the "Effective Date', by and between Public Energy Authority of Kentucky, a Natural Gas Acquisition Authority formed under the Natural Gas Acquisition Authority Act of the Commonwealth of Kentucky ("Seller's, and Hutchinson Utilities Commission, a body politic and corporate, municipal corporation and unit of local government of the State of Minnesota (`Buyer'. Seller and Buyer are sometimes hereinafter referred collectively as the "Parties" and individually as a "Party". W I T N E S S E T H WHEREAS Seller was created between and among public agencies to acquire Gas at reasonable prices that would enhance reliability, efficiency, and supply security through the joint purchases and the arrangement of joint services on behalf of its members and other public agencies; and WHEREAS, Seller has planned and developed a project to obtain a supply of natural gas from BP Energy Company, a Delaware corporation (`BPEC'�, pursuant to an Amended and Restated Prepaid Natural Gas Purchase and Sale Agreement dated as of j 1, 2024 (the "Prepaid Agreement"); and WHEREAS, the Seller will finance this project by issuing certain bonds pursuant to the Indenture; and WHEREAS, Seller desires to sell this supply of Gas to one or more public agencies, including Buyer (Buyer, together with all such other public agencies, collectively, the "Gas Purchasers'; and WHEREAS, Buyer desires to purchase from Seller a portion of the Gas available to Seller under the Prepaid Agreement, and Seller desires to sell such Gas to Buyer, upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, Buyer and Seller agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. The following terms and abbreviations, when used in this Contract, have the respective meanings set forth below, unless otherwise provided in this Contract. "Administrative Charge" means $0.05 per MMBtu. "Affiliate" means, with respect to either Party, any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such ME 1 48371144v.1 Party. For purposes of this definition, "control" of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise. "Billing Statement" has the meaning specified in Section 7.01. "Bond Counsel" means any attorney(s) or firm(s) of attorneys of recognized national standing in the field of law relating to municipal bonds and the exclusion of interest on municipal bonds from gross income for federal income tax purposes, reasonably acceptable to both Seller and BPEC. "Bond(s)" means bonds of one or more Series (including any refunding bonds) issued under the Indenture. "BPEC" has the meaning specified in the recitals. "Btu" means International Btu, which is also called the Btu (IT). "Business Day" means (i) with respect to payments and general notices required to be given under this Contract, any day other than (a) a Saturday or Sunday, (b) a Federal Reserve Bank holiday, (c) any day on which commercial banks located in either New York, New York or the Commonwealth of Kentucky are required or authorized by Law or other governmental action to close, or (d) any other day excluded as a business day pursuant to the Indenture, and (ii) solely with respect to Gas deliveries and notices with respect thereto, any day. "Buyer" has the meaning specified in the preamble. "Buyer Statement" has the meaning specified in Section 7.01. "Buyer Termination Event" has the meaning specified in Section 8.02. "Central Prevailing Time" or "CPT' means Central Daylight Savings Time when such time is applicable and otherwise means Central Standard Time. "Claims" means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided for in this Contract, and the resulting losses, damages, expenses and disbursements (including reasonable attorneys' and experts' fees and disbursements and court costs (and which, for the avoidance of doubt, shall exclude the allocated costs of in-house counsel)), whether incurred by settlement or otherwise, without regard to whether such claims or actions are threatened or filed prior to or after the termination of this Contract. "Code" means the Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations thereunder, or any successor or successors thereto. "Contract" has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto and all amendments, supplements and modifications hereto and thereto. "Contract Price" has the meaning specified in Section 3.02 2 ME 1 48371144v.1 "Cover Standard" shall mean, if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract by a Party, then the performing Party shall use commercially reasonable efforts to (i) if the Buyer is the performing Party, purchase Gas quantities or (ii) if the Seller is the performing Party, sell Gas quantities, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with (a) the amount of notice provided by the nonperforming Party; (b) the immediacy of Buyer's Gas delivery needs or Seller's Gas sales requirements, as applicable; (c) the quantities involved; and (d) the anticipated length of failure by the nonperforming Party. "Daily Contract Quantity" means, with respect to each Gas Day during the Delivery Period, the daily quantity of Gas (in MMBtu) shown on Exhibit A, as may be revised from time to time pursuant to the terms of this Contract, to be delivered pursuant to this Contract for each Gas Day of each Month. "Default Rate" means, as of any date of determination, the lesser of (a) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the "Money Rates" section as the "Prime Rate" for such date of determination or (b) if a maximum rate is imposed by applicable Law, such maximum lawful rate. "Deficiency Quantity" shall have the meaning in Section 4.01. "Delivery Period" shall mean December 1, 2024, through the earlier of [November 30, 2032], or an Early Termination Date. "Delivery Point" or "Delivery Points" means the point or points set forth in Exhibit B. "Delivery Suspension" shall have the meaning in Section 7.04. "Discount" shall be [$0.10] per MMBtu. "Early Termination Date" means a date occurring automatically pursuant to Section 8.01 or a date designated pursuant to Section 8.03, upon which in each case the Delivery Period will end and Buyer's and Seller's respective obligations to receive and deliver Gas under this Contract will terminate. "Effective Date" has the meaning specified in the preamble. "Favorable Opinion of Bond Counsel" means an opinion of Bond Counsel acceptable to Seller and BPEC to the effect that an action proposed to be taken (i) is permitted by the Indenture, and (ii) will not adversely affect the exclusion from gross income for federal income tax purposes on any of the Bonds. "FERC" means the Federal Energy Regulatory Commission and any successor thereto. "Firm" shall mean that either Party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the Party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 5.02 (c) related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter. 3 ME 1 48371144v.1 "Force Majeure" has the meaning specified in Article XIII. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane. "Gas Day" means a period of twenty-four (24) consecutive hours beginning at 9:00 a.m. CPT on a calendar day and ending at 9:00 a.m. CPT on the next succeeding calendar day. If, through standardization of business practices in the industry or for any other reason, a Transporter or FERC changes the definition of Gas Day, such change shall apply to the definition of Gas Day in this Contract with respect to such Transporter or generally, as the case may be. "Gas Project" means, collectively, the acquisition by Seller of Gas supplies from BPEC, the financing by Seller of the cost of acquisition of such Gas supplies, and the execution and performance by Seller of related contracts that provide Gas to the Gas Purchasers. "Gas Purchasers" or "Gas Purchaser" has the meaning specified in the recitals. "Government Agency" means the United States of America, any state thereof, or any local jurisdiction, or any political subdivision of any of the foregoing including, but not limited to courts, administrative bodies, departments, commissions, boards, bureaus, agencies, municipalities or other instrumentalities. "Governmental Person" means a state or local governmental unit or any instrumentality thereof. It does not include the United States or any agency or instrumentality thereof. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements. "Indenture" means the Trust Indenture, dated as of r 1, 2024, between the Seller and the Trustee, as the same may be amended or supplemented in accordance with its terms. "Index Price" means, with respect to any Gas Day, the price published and in effect for the Month in which such Gas Day occurs as specified in Exhibit B. "Law(s)" means any statute, law, rule, regulation, order, or any judicial or administrative interpretation thereof having the effect of the foregoing imposed by a Government Agency whether in effect as of the Effective Date or at any time in the future. "Lien" means, as applied to the property or assets (or the income or profits therefrom) of any Person, in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind; or (b) any arrangement, express or implied, under which such property or assets are transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment of debt or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person. "MMBtu" means one million Btus. 4 ME 1 48371144v.1 "Month" means the period beginning at the beginning of the first Gas Day of a calendar month and ending at the beginning of the first Gas Day of the next calendar month. "Municipal Utility" means any Person that (i) is a gas district, gas board, utility board, municipality or other entity to which Buyer is authorized to sell Gas under applicable law, (ii) is a "governmental person" as defined in U.S. Treas. Reg. §1.141-1(b) (or any successor regulation or provision of the Code), (iii) owns either or both a Gas distribution utility or an electric distribution utility (or provides Gas or electricity generated using the Gas at wholesale to "governmental persons" that own such utilities), and (iv) agrees in writing to use the Gas it acquires from the Gas Project (or to cause such Gas to be used) in a Qualifying Use. Except in the case of manifest error, any Qualifying Use Certificate that is (x) provided by a Person as to the identity, form or status of such Person, its intended use for the Gas or other matters contained in any such certificate, and (y) relied upon by Seller, BPEC or both, shall be deemed to have met the requirements under clause (iv). In addition, for purposes of this Contract the term "Municipal Utility" shall also include a Governmental Person that sells Gas (or electricity generated from such Gas) to any Person meeting criteria (i) through (iv) above, and which possesses all power, authority, and applicable approvals necessary for it to enter into a Gas Supply Contract. To the extent required or permitted by any change in the Code after the Effective Date, the Parties from time to time may revise the definition of "Municipal Utility" to conform to the applicable provisions of the Code, provided that a Favorable Opinion of Bond Counsel is obtained. "New Tax" means (a) any Tax enacted and effective after the Effective Date of this Contract, including, without limitation, that portion of any Tax in effect on the Effective Date that constitutes an increase in such Tax over the rate thereof in effect as of the Effective Date, or (b) any law, rule, order or regulation, or interpretation thereof, enacted and effective after the Effective Date of this Contract resulting in the application of any Taxes enacted or effective on or before the Effective Date of this Contract to a new or different class of Persons. "Nongovernmental Agency" means any Person other than a Governmental Person. "Operational Flow Order" has the meaning set forth in Section 5.02(d). "Output Contract" means a contract for the purchase by a Nongovernmental Agency of available output of an output facility financed with proceeds of an issue (as defined in U.S. Treas. Reg. §1.141-7). "Partial Termination Condition" has the meaning specified in Section 9.02(b). "Party" and "Parties" have the meaning specified in the preamble. "Payment Default" has the meaning specified in Section 7.04. "Person" means any individual, public or private corporation, partnership, limited liability company, state, county, district, authority, municipality, political subdivision, instrumentality, association, firm, trust, estate or any other entity or organization whatsoever. "Prepaid Agreement" has the meaning specified in the recitals. "Private Business Use" means use (directly or indirectly) in a trade or business carried on by any Person other than a Governmental Person. For purposes of the foregoing: 5 ME 1 48371144v.1 (i) Except as provided below Private Business Use includes: (a) any contracts by a Governmental Person for the sale of the Gas financed with Bond proceeds (or the electricity generated by the Gas) to a Nongovernmental Agency pursuant to: (1) a take contract, (2) a take or pay contract, or (3) a requirements contract, in each case, as defined in U.S. Treas. Reg. §1.141-7; or (b) any use of the Gas financed with the Bond proceeds (or electricity generated using the Gas) by a Nongovernmental Agency that may occur pursuant to: (1) a lease of, or management contract with respect to, all or a portion of a Municipal Utility's facilities, or (2) a brokerage contract or other arrangement creating a special legal entitlement with respect to such Gas (or electricity generated using the Gas); or (c) an Output Contract having a term longer than 3 years (including any renewal options). (ii) Private Business Use does not include any of the following, provided that the Seller or Gas Purchaser, as the case may be, obtains a Favorable Opinion of Bond Counsel: (a) any lease, management contract, requirements contract, or other arrangement that: meets the applicable requirements set forth in the U.S. Treas. Reg. §1.141-3 or IRS Revenue Procedure 2017-13, as such requirements are modified from time to time; or (b) any Output Contract with a term, including renewal options, that is not longer than 3 years, and that meets the requirements of U.S. Treas. Reg. §1.141-7(f)(3); or (c) any other arrangement with respect to the use of Gas (or electricity generated using Gas), including, but not limited to, small purchases of output as described in U.S. Treas. Reg. §1.141-7(f)(1); or (d) any swapping and pooling arrangement described in U.S. Treas. Reg. §1.141-7(f)(2). "Qualifying Use" shall have the meaning ascribed in U.S. Treas. Reg. § 1.148- 1(e)(2)(iii)(A)(2) (or any successor regulation or provision of the Code); provided that the use does not give rise to a Private Business Use. "Qualifying Use Certificate" means (i) a Buyer Certificate executed by (a) a Municipal Utility, in substantially the form set forth in Exhibit D, or (b) a Governmental Person other than a Municipal Utility that sells Gas (or electricity generated from such Gas) to a Municipal Utility, as modified from the form set forth in Exhibit D with language approved by Bond Counsel, or (ii) in the case of a remarketing of the Gas, a certificate signed by the purchaser of the remarketed Gas certifying in language approved by Bond Counsel that such Gas (or the electricity generated by the Gas) shall be applied for a Qualifying Use. "Receivables Purchase Agreement" means the Receivables Purchase Agreement, dated as of r 1 2024 between Seller, BPEC, and the Trustee, as amended or supplemented from time to time in accordance with its terms. "Receivables Purchase Agreement Provider" means, initially, BPEC, and, subsequently, any entity agreed upon by BPEC and Seller. "Remarketing Notice" means the form set forth in Exhibit E attached hereto. "Seller" has the meaning specified in the preamble. "Tax" or "Taxes" means (a) any or all ad valorem, property, occupation, severance, production, generation, extraction, first use, conservation, Btu or energy, gathering, transport, transmission, pipeline, utility, gross receipts, gas or oil revenue, gas or oil import, privilege, sales, use, consumption, excise, lease, transaction, greenhouse gas, carbon, and other taxes or 6 ME 1 48371144v.1 any interest, penalties, or assessments thereon, (b) state or local Taxes or any interest, penalties, or assessments thereon, (c) New Taxes or any interest, penalties, or assessments thereon, and (d) governmental charges, licenses, fees, permits and assessments, or any interest, penalties, or increases thereon, and specifically excludes taxes based on net income or net worth. "Transporter" or "Transporters" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point(s). "Trustee" means Regions Bank., an Alabama banking corporation, in its capacity as Trustee under the Indenture, and its successor or successors and any other corporation which may at any time be substituted in its place pursuant to the Indenture. Section 1.02 Interpretation. All references to any agreement or document shall be construed as of the particular time that such agreement or document may then have been executed, amended, varied, supplemented or modified. Terms defined in this Contract shall have the meanings given therein when used elsewhere in this Contract. Titles appearing at the beginning of any articles, sections, subsections and other subdivisions of this Contract are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. References in the singular shall include the plural, and references to the masculine shall include the feminine, and vice versa. Any reference in this Contract to any Person includes its successors and permitted assigns and, in the case of any governmental authority, any Person succeeding to its functions and capacities. Reference to a particular article, section, subsection, paragraph, subparagraph, attachment, schedule or exhibit, if any, shall be a reference to such article, section, subsection, paragraph, subparagraph, attachment, schedule or exhibit in and to this Contract. Any appendices, schedules or exhibits are fully incorporated and made part of this Contract. The appendices, schedules or exhibits shall be read in conjunction with the provisions of the body of this Contract, and the appendices, schedules or exhibits and the body of this Contract shall be interpreted to give effect to the intent of the Parties as evidenced by their terms when taken as a whole, provided, however, that in the event of an express and irreconcilable conflict between the terms of an attachment, schedule or exhibit and the provisions of the body of this Contract, the provisions of the body of this Contract shall control. Capitalized terms appearing in an attachment, schedule or exhibit shall have the meanings set forth in Section 1.01, unless the context requires otherwise. The recitals at the beginning of this Contract are incorporated herein for all purposes. All uses of "include" or "including" shall be deemed to be followed by "without limitation", whether expressly so stated or not. All references to a law, rule, regulation, contract, agreement, or other document mean that law, rule, regulation, contract, agreement, or document as amended, modified, supplemented or restated, from time to time. Section 1.03 Technical Meanings. Words not otherwise defined in this Contract that have well-known and generally accepted technical or trade meanings are used herein in accordance with such recognized meanings. ARTICLE II TERM AND DELIVERY PERIOD Section 2.01 Term. This Contract shall be in effect from and including the Effective Date to and including the last day of the Month following the last Month of the Delivery Period, subject to the provisions of Section 2.02, Section 7.05 and Article VIII. 7 ME 1 48371144v.1 Section 2.02 Termination Prior to Commencement of Delivery Period. I n the event that the Prepaid Agreement is terminated prior to the commencement of the Delivery Period because BPEC does not receive the prepayment, Seller shall terminate this Contract without any further obligation or liability of either Party. ARTICLE III SALE AND PURCHASE Section 3.01 Sale and Purchase. Seller agrees to sell and deliver or cause to be delivered to Buyer, and Buyer agrees to purchase and take, on a Firm basis, the Daily Contract Quantity for each Gas Day during the Delivery Period pursuant to the terms and conditions set forth in this Contract. Section 3.02 Contract Price. The price payable for Gas delivered and purchased pursuant to this Contract (the "Contract Price' shall be equal to the Index Price applicable to the relevant quantity of Gas for the applicable Delivery Point minus the Discount. ARTICLE IV FAILURE TO DELIVER OR TAKE GAS Section 4.01 Seller's Unexcused Failure to Deliver. (a) If on any Gas Day Seller fails to deliver all or any portion of the Daily Contract Quantity pursuant to the terms of this Contract, and such failure is not due to either (i) the actions or inactions of Buyer, or (ii) Force Majeure, then the portion of the Daily Contract Quantity that Seller failed to deliver shall be the "Deficiency Quantity". (b) To the extent Buyer purchases replacement Gas that is delivered prior to the end of the Month in which such Deficiency Quantity arose, then Seller shall pay to Buyer the amount determined as follows: P = DQ x (RP + AC) Where: P = the amount payable by Seller under this Section 4.01(b) DQ = the Deficiency Quantity RP = Utilizing the Cover Standard, the positive amount, if any, by which the price actually paid by Buyer for the replacement Gas in an arm's length Gas purchase from an unaffiliated third party, as may be adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), exceeds the Contract Price for the applicable Gas Day and Delivery Point. AC = the Administrative Charge (c) Imbalance Charges shall not be recovered pursuant to Section 4.01, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 5.02(c). The replacement prices referred to under the definition of "RP" as used in Section 8 ME 1 48371144v.1 4.01(b) shall not include any administrative or other internal costs incurred by Buyer, it being understood that such costs are being compensated by way of the Administrative Charge included above. (d) Seller agrees to notify Buyer promptly upon becoming aware that Seller may not be able to deliver all or a portion of the Daily Contract Quantity at any Delivery Point(s) on any Gas Day. Section 4.02 Buyer's Unexcused Failure to Take. (a) If on any Gas Day Buyer fails to take all or any portion of the Daily Contract Quantity at any Delivery Point(s) for any reason other than Force Majeure, Seller will attempt to remarket such Gas. If Seller is able to remarket such Gas, Seller will invoice Buyer in the amount equal to the positive difference, if any, between the Index Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), plus the Administrative Charge, multiplied by the difference between the Daily Contract Quantity and the quantity actually taken by Buyer for such Gas Day(s). If Seller remarkets the Gas for Qualifying Use, the Cover Standard may be adjusted to reflect any discounts required to complete that sale. (b) Buyer agrees to notify Seller promptly upon becoming aware that Buyer may not be able to take all or a portion of the Daily Contract Quantity at any Delivery Point(s) on any Gas Day. Section 4.03 Failure to Deliver or Take Due to Force Majeure. If on any Gas Day Buyer fails to take or Seller fails to deliver, all or any portion of the Daily Contract Quantity at any Delivery Point(s) and such failure is due to either Party claiming Force Majeure, then each Party shall be relieved of its respective obligation to deliver and receive, as applicable, such portion of the Daily Contract Quantity. Section 4.04 Load Loss. If Buyer experiences a sustained load loss such that it is unable to take all or any part of the Daily Contract Quantities, it may request remarketing of the affected quantities of Gas and Seller shall use commercially reasonable efforts to resell such quantities on behalf of Buyer consistent with Article IX. Section 4.05 Make-up Delivery in Lieu of Payment. The Parties may mutually agree to make up all or a portion of the Daily Contract Quantity not delivered or taken by increasing deliveries and takes over the remainder of the Month in which such failure occurred. Section 4.06 Sole Remedies. Except with respect to the payment of Imbalance Charges pursuant to Section 5.02(c) the remedies set forth in this Article IV shall be each Party's sole and exclusive remedies for any failure by the other Party to deliver or take Gas pursuant to this Contract. ARTICLE V DELIVERY POINTS; TRANSPORTATION; NOMINATIONS AND IMBALANCES Section 5.01 Delivery Points. 9 ME 1 48371144v.1 (a) Gas delivered hereunder shall be delivered and received at the points specified as Delivery Point(s) in Exhibit B, or any other Delivery Point established pursuant to Section 5.01(b) or otherwise by mutual agreement of the Parties. Each Delivery Point must have a published Index Price, mutually agreed by the Parties, corresponding to such Delivery Point. (b) Not more frequently than once during the each ensuing summer season (the period from April through October) or once during the each ensuing winter season (the period from November through March), Buyer may change delivery for all or a portion of the Daily Contract Quantity at any of the Delivery Point(s) to any other delivery point(s), as may be allowed under the operating terms and conditions of the applicable Transporter or Transporters; provided (A) Seller is able to obtain a corresponding change under the Prepaid Agreement; (B) such new Delivery Point is in the reasonable opinion of each Party a liquidly traded Gas delivery point, (C) the Parties designate a replacement Index Price that is reasonably acceptable to each Party, (D) the Parties are able to agree on any reasonable actual incremental costs, including but not limited to actual costs incurred to meet such request and including transportation costs, fuel costs and hedge unwind costs, if any, or the reduction in actual costs, if any, and (E) Seller shall not be obligated to enter into any new upstream supply agreement, transportation agreement or other arrangement to meet Buyer's request. Following any agreed upon modification to the Delivery Points, Buyer and Seller shall enter into a revised Exhibit B reflecting said change. (c) Seller will deliver and Buyer will receive Gas at the Delivery Point(s) in accordance with Buyer's pooling arrangements, if any, and other requirements in each case as specified in Exhibit B. Buyer may issue a standing nomination with respect to pooling arrangements at any Delivery Point. Any changes to such standing nomination must be received by Seller not later than six (6) Business Days prior to the applicable delivery Month for any change to the monthly standing nomination, and prior to 7:30 AM CPT on the Business Day prior to any change for a Gas Day. Section 5.02 Responsibility for Transportation, Nominations and Imbalances. (a) Seller shall have the sole responsibility for all transportation necessary for delivery of the Daily Contract Quantity to the Delivery Point(s). Buyer shall have the sole responsibility for all transportation necessary to receive the Daily Contract Quantity at the Delivery Point(s) and to transport the Daily Contract Quantity from the Delivery Point(s). Seller has responsibility for all compliance with applicable Transporter tariffs and regulations of the FERC for Gas transported on pipelines prior to the Delivery Points. Buyer has responsibility for all compliance with applicable Transporter tariffs and regulations of the FERC for Gas transported on pipelines from the Delivery Point(s). (b) Unless otherwise agreed by the Parties or required by a Transporter, Seller shall nominate, schedule and deliver, and Buyer shall nominate, schedule and take, the Daily Contract Quantity, ratably, at the Delivery Point(s) in accordance with the requirements of the receiving Transporter and the delivering Transporter at such Delivery Point. The Parties shall coordinate their nomination activities, giving sufficient time to meet the nomination deadlines of the Transporters. Should either Party become aware that the actual deliveries of Gas at the Delivery Point(s) are greater or less than the Daily Contract Quantity, such Party shall promptly notify the other Party. 10 ME 1 48371144v.1 (c) The Parties shall use commercially reasonable efforts to avoid the imposition of any Imbalance Charges. If either Party receives an invoice from a Transporter that includes Imbalance Charges related to the obligations of either Party under this Contract, the Parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer's takes of quantities of Gas greater than or less than the Daily Contract Quantity at any Delivery Point, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller's delivery of quantities of Gas greater than or less than the Daily Contract Quantity at any Delivery Point, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer. (d) Should either Party receive an operational flow order or other order or notice from a Transporter, or a Transporter posts such notice on its bulletin board or provides the notice by another industry standard, requiring action to be taken in connection with the Gas being delivered under this Contract (a "Operational Flow Order', it shall notify the other Party as soon as possible during normal business hours and provide the other Party with a copy of the Operational Flow Order, or direct the other Party to an electronic version of the Operational Flow Order. The Parties shall cooperate to take all actions required by the Operational Flow Order within the time prescribed. Seller shall indemnify, defend and hold harmless Buyer from any Claims, including, without limitation, all non-compliance penalties and reasonable attorneys' fees, if any, associated with an Operational Flow Order (i) with respect to which Seller failed to give the notice required hereunder to Buyer, or (ii) under which Seller failed to take the action required by the Operational Flow Order within the time prescribed; provided, that any notice required to be given to Buyer by Seller was timely delivered as required by this Section 5.02(d). To the extent not otherwise prohibited by law, Buyer agrees to indemnify, defend and hold harmless Seller from any Claims, including, without limitation, all non-compliance penalties and reasonable attorneys' fees, if any, associated with an Operational Flow Order (i) with respect to which Buyer failed to give the notice required hereunder to Seller, or (ii) under which Buyer failed to take the action required by the Operational Flow Order within the time prescribed; provided, that any notice required to be given to Seller by Buyer was timely delivered as required by this Section 5.02(d). Section 5.03 Agreements Regarding Operations and Delivery. Agreements regarding operations and delivery may be made in one or more telephone conversations or by instant messenger between Seller (or BPEC on behalf of Seller) and Buyer whereby an offer and acceptance shall constitute a valid and enforceable agreement subject to the terms of this Contract that also shall be considered a part of this Contract. Such an agreement shall be considered a "writing" or "in writing" and to have been "signed." To the extent permitted by applicable law, Seller (or BPEC on behalf of Seller) and Buyer: (i) consent to the recording of telephone conversations between the trading, marketing and other relevant personnel of the Parties in connection with this Contract; (ii) agree to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel; (iii) agree that recordings may be submitted in evidence in any proceedings; and (iv) acknowledge to the other Party and consent that such other Party may from time to time and without further notice (A) retain electronic transmissions (including telephone conversations, e-mail and instant messaging between the Parties' respective representatives in connection with this Contract) on central and local databases for their respective legitimate purposes, and (B) monitor electronic transmissions through their internal and external networks for purposes of security and 11 ME 1 48371144v.1 compliance with applicable laws, regulations and internal policies for their legitimate business purposes. Each Party further agrees that, to extent permitted by applicable law, it will indemnify, defend and hold the other Party harmless from any and all damages, losses, claims, liabilities, judgments, costs and expenses, including but not limited to reasonable attorney's fees and costs of court arising directly or indirectly from or out of such Party's failure to obtain any consent necessary from a Party's trading, marketing and other relevant personnel, agents or representatives or such Party's failure to give any notice required to such individuals. The Parties shall be entitled to rely without further inquiry on oral representations as to the identity of person(s) purporting to transact on behalf of the other Party. Section 5.04 Title and Risk of Loss. (a) Title to Gas delivered hereunder shall pass from Seller to Buyer at the Delivery Points. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT FOR THE WARRANTIES EXPRESSLY MADE BY SELLER IN THIS SECTION AND ARTICLE XI, SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. (b) As between the Parties, Seller shall be deemed to be in exclusive control and possession of Gas delivered hereunder and responsible for and will assume any liability with respect to the Gas prior to its delivery to Buyer at the Delivery Points. As between the Parties, Buyer shall be deemed to be in exclusive control and possession thereof and responsible for and will assume any liability with respect to the Gas after its delivery to Buyer at the Delivery Points. Seller agrees to indemnify Buyer and save it harmless from all Claims, from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer. ARTICLE VI QUALITY AND MEASUREMENT Section 6.01 Quality and Measurement. The Parties acknowledge that the Gas delivered by Seller under this Contract shall meet the quality specifications of the receiving Transporter at the applicable Delivery Point(s). The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Transporters that own or operate the measurement facilities at the Delivery Point(s). The Parties acknowledge that the Gas delivered by Seller under this Contract will be delivered in common stream with other sources of Gas. In the event and to the extent that a Transporter refuses to receive or transport Gas nominated for delivery to Buyer at the Delivery Point(s) for reasons of gas quality, the event shall be considered an event of Force Majeure, and Seller shall be relieved of its obligation to deliver and Buyer shall be relieved of its obligation to receive the affected volumes of Gas until the situation is remedied in accordance with Article XIII. 12 ME 1 48371144v.1 ARTICLE VII BILLING, PAYMENT AND AUDIT Section 7.01 Monthly Statements. (a) No later than the fifth (51h) day of each Month (or the immediately succeeding Business Day, if such day is not a Business Day) of each Month following any Month during which replacement Gas was purchased by Buyer pursuant to Section 4.01(b), Buyer shall deliver to Seller a statement (the "Buyer Statement's setting forth the quantity and replacement price. (b) No later than the tenth (101h) day of each Month (or the immediately succeeding Business Day, if such day is not a Business Day) following the Month in which Gas was delivered, Seller shall deliver to Buyer a statement (the "Billing Statement's setting forth (i) the quantities of Gas delivered, (ii) the total amount due to Buyer, if any, under Article III and Article IV with respect to the prior Month(s), (iii) any other amounts due in connection with this Contract, including, but not limited to, amounts due under Section 4.02 with respect to the prior Month(s), and (iv) the net amount due to Buyer or Seller. If Seller lacks actual data, the Billing Statement will be prepared based upon the quantity of Gas confirmed by the Transporter(s) for transportation, and adjustments will be made in the following Month's Billing Statement for any differences between the quantity of Gas delivered and the quantity of Gas confirmed by the Transporter(s) for transportation. (c) Upon reasonable request by either Party, the other Party will deliver such supporting documentation acceptable in industry practice to support an amount due. Section 7.02 Payment. (a) Any amounts due shall be remitted by wire transfer in immediately available funds to the accounts specified in Exhibit C, on or before the twentieth (201h) day of the Month in which the Billing Statement or the Buyer Statement, as applicable, was received unless such day is not a Business Day, in which case payment is due on the Business Day immediately preceding such day. (b) If the invoiced Party, in good faith, disputes any amounts included in a statement, such Party will (except in the case of manifest error) pay the full amount due. In the event the Parties are unable to resolve such dispute, either Party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section 7.02. (c) If a Party owing any amounts due under this Contract fails to remit the full amount then payable when and as due, interest on the unpaid portion shall accrue at the Default Rate from and including the date on which the payment was due to, and including, the date on which the full amount is paid. Section 7.03 Netting. The Parties shall net all amounts due and owing, and/or past due, arising under this Contract such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article VI I. Section 7.04 Payment Default and Delivery Suspension. If Buyer fails to remit payment as required in Section 7.02 ("Payment Default', Seller shall suspend delivery of Buyer's Daily Contract Quantity ("Delivery Suspension's until Buyer's payment is received in 13 ME 1 48371144v.1 full, including any interest at the Default Rate. Seller shall provide notice of the Delivery Suspension to Buyer, BPEC and its designee(s), and the Trustee. Upon such a Payment Default, the Trustee shall draw on the Receivables Purchase Agreement in accordance with its terms to make payments in satisfaction of all or a portion of the amount owed to Seller. The Receivables Purchase Agreement Provider then shall be subrogated to the rights of Seller against Buyer in respect of such Payment Default. Section 7.05 Termination for Payment Default. If Buyer fails to cure the Delivery Suspension by making payment no later than the twentieth (20th) day of the Month following the Month that payment was originally due, Seller shall terminate this Contract and provide notice pursuant to Section 15.02, with copies to Buyer, BPEC, and the Trustee. Upon such notice (a) the Delivery Period will end, (b) Seller shall no longer have any obligation to sell or deliver Gas to Buyer under this Contract, (c) the obligation of Buyer to purchase and receive Gas from Seller under this Contract will terminate, and (d) Buyer shall have no right to any Discount or proceeds that may arise due to remarketing of the Gas. In lieu of or in addition to notice of termination given by Seller, the Trustee, acting on Seller's behalf pursuant to the terms of the Indenture, may provide notice of termination to Buyer, Seller, and BPEC. If Buyer cures a Payment Default prior to an early termination hereunder and subsequently causes another Payment Default within a 12-month period, then Seller shall both immediately suspend performance and terminate this Contract with notice (pursuant to Section 15.02 , with copies to BPEC and the Trustees) effective the following Business Day. Section 7.06 Audit. Each Party shall have the right, at its own expense, upon reasonable notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. ARTICLE VIII TERMINATION Section 8.01 Automatic Termination Event. If the Prepaid Agreement terminates prior to the end of the Delivery Period, this Contract shall terminate on the date of early termination of the Prepaid Agreement (subject to all winding up arrangements) such that all Gas deliveries hereunder shall cease. Section 8.02 Buyer Termination Events. In addition to termination because of a Payment Default under Section 7.05, each of the following events shall constitute a "Buyer Termination Event" under this Contract: (a) Any representation, warranty, or covenant made by Buyer in this Contract shall prove to have been incorrect in any material respect when made or deemed made; (b) Buyer otherwise fails to perform any covenant under this Contract; or 14 ME 1 48371144v.1 (c) Buyer (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) otherwise becomes bankrupt or insolvent (however evidenced); (v) has a resolution passed for its winding -up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) causes or is subject to any event with respect to it, which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vi) above (inclusive); or (viii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. Section 8.03 Right to Termination; Remedies. (a) At any time a Buyer Termination Event has occurred and is continuing, Seller may by notice to the Buyer specifying the relevant Buyer Termination Event designate an Early Termination Date not later than the last day of the Month in which such notice is provided. Each of (i) Seller's obligation to sell and deliver Gas, (ii) Buyer's obligation to purchase and take Gas, and (iii) Seller's obligation to remarket Gas pursuant to the terms of this Contract shall terminate on the Early Termination Date. (b) In lieu of or in addition to any notice provided by Seller, the Trustee, acting on Seller's behalf pursuant to the Indenture, may provide notice to Buyer of any Early Termination Date or Partial Termination Condition. (c) If a Partial Termination Condition under Section 9.02(b) has occurred, Seller, unless the Parties agree otherwise, may designate an Early Termination Date with respect to that portion of this Contract represented by the quantities of Gas not remaining to be delivered hereunder described in clause (i) of Section 9.02(b). If this Contract is so partially terminated with respect to such quantities of Gas, the provisions of this Article VIII shall apply to the portion terminated. Nothing in this paragraph (c) is meant to imply that a complete termination of this Contract would or would not be required or permitted pursuant to the exercise of any other right or remedy under this Contract. (d) In the event of a default by Seller under any covenant, agreement, or obligation in this Contract, for which no exclusive remedy is expressly provided herein, Buyer may bring any suit, action, or proceeding at law or in equity to enforce Seller's obligation(s), including mandamus, injunction, and action for specific performance, as Buyer determines may be necessary or appropriate to enforce any covenant, agreement, or obligation in this Contract against Seller. Section 8.04 Other Remedies. If any amounts payable on the Early Termination Date are not paid timely, then the Party owed such amounts may proceed to protect and enforce its rights, either by suit in equity or by action at law or both, whether for the specific performance of any covenant or agreement contained in this Contract or in aid of the exercise of any power, right or remedy granted in this Contract or may proceed to enforce the payment of all amounts owing under this Contract (including, without limitation, any sums specified as liquidated damages or any other unpaid amounts due to a non -defaulting Party hereunder, together with interest thereon to the extent provided herein); it being intended that, except with respect to events or circumstances for which an exclusive remedy is expressly provided herein, no remedy 15 ME 1 48371144v.1 conferred herein is to be exclusive of any other remedy, and each and every remedy contained herein shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. Section 8.05 Limitation on Damages. Neither Party shall be liable for consequential, incidental, punitive, exemplary, or indirect damages, lost profits or other business interruption damages, by statute, in tort or contract, under any indemnity provision or otherwise, unless such breach is the result of gross negligence or willful misconduct. It is the intent of the Parties that (i) the limitations herein imposed on remedies and the measure of damages be without regard to the cause or causes related thereto, including, without limitation, the negligence of either Party, other than gross negligence or willful misconduct, whether such negligence be sole, joint or concurrent, or active or passive, and (ii) if and to the extent any damages required to be paid hereunder are liquidated, the Parties acknowledge that the damages are difficult or impossible to determine, otherwise obtaining an adequate remedy is inconvenient and the liquidated damages constitute a reasonable approximation of the harm or loss. In determining the appropriate measure of damages that would make the Parties whole, the Parties have thoroughly considered, inter alia, the uncertainty of fluctuations in gas prices, the ability and intention of the Parties to hedge such fluctuations, the bargained -for allocation of risk, the knowledge, sophistication and equal bargaining power of the Parties, the arms -length nature of the negotiations, the special circumstances of this transaction, the accounting and tax treatment of the transaction by the Parties and the entering into of other transactions in reliance on the enforceability of the liquidated damages provisions contained herein. The Parties acknowledge that this Contract is subject to Article 2 of the Uniform Commercial Code, as enacted by the state or commonwealth the law of which shall govern this Contract, including without limitation, §§ 2-706(6), 2-711, 2-718, and 2-719, except to the extent any provisions of such Article 2 (inclusive of such sections) may be inconsistent with the provisions of this Contract, which shall control. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER EXPRESSLY DISCLAIMS ANY, AND MAKES NO OTHER, REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSES. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ARTICLE IX REMARKETING Section 9.01 Remarketing Notices. (a) Upon Buyer's inability to take Gas under Section 4.04 and delivery by Buyer to Seller of a Remarketing Notice satisfying the criteria in clause (b) below, provided that no Buyer Termination Event exists, Seller shall use commercially reasonable efforts to remarket on behalf of Buyer (or arrange for BPEC to remarket) all or a specified portion of the Daily Contract Quantity as set forth in the Remarketing Notice. (b) Each Remarketing Notice shall specify: (i) the portion (in MMBtu) of the Daily Contract Quantity to be remarketed with respect to the applicable Delivery Point for each Gas Day; (ii) the applicable period during which such Gas is to be remarketed; and (iii) an explanation, in reasonable detail, as to the reason(s) for the remarketing. Each such notice shall be in the form of Exhibit E, shall be sent by electronic mail, with a mailed copy following, and shall be deemed to have been properly delivered, with such notice complete upon transmission by electronic mail, notwithstanding any different requirements for notice 16 ME 1 48371144v.1 under Section 15.02. A Remarketing Notice where the type of remarketing is "Daily" must be delivered by 7:15 a.m. CPT on the Business Day prior. A Remarketing Notice where the type of remarketing is "Monthly" must be delivered by 4:00 p.m. CPT on the fifteenth (151h) day of the Month preceding the Month in which Gas is to be remarketed. If the remarketing is for a season, the Remarketing Notice must be delivered by 4:00 p.m. CPT on February 101h for remarketing of Gas during the ensuing summer season (the period from April through October) and by 4:00 p.m. CPT on September 101h for remarketing of Gas during the ensuing winter season (the period from November through March). (c) The provision of a Remarketing Notice in itself does not relieve Buyer of its obligation to pay the Contract Price to Seller for the Daily Contract Quantity. Section 9.02 Remarketing Terms. (a) For all Gas remarketed pursuant to Section 9.01, if the remarketed Gas does not sell for a price equal to or exceeding the Contract Price plus the Administrative Charge, then Buyer shall pay Seller for the difference between the Contract Price plus the Administrative Charge and the price at which the remarketed Gas actually sold. (b) If during any period of twelve (12) consecutive Months during the Delivery Period (i) the sum of (A) the quantity of Gas requested to be remarketed under Section 9.01, and (B) the quantity of Gas which Buyer fails to take under Section 4.02 (without duplication), exceeds (ii) fifty percent (50%) of the sum of the Daily Contract Quantity during such twelve (12) Month period, and (iii) Seller shall have given written notice thereof to Buyer, then a "Partial Termination Condition" shall be deemed to exist and Section 8.03(c) shall apply. ARTICLE X EXCHANGES Section 10.01 General Principle. With the consent of Seller, Buyer may effectuate an exchange of Delivery Points for Gas purchased under this Contract on a daily or monthly basis, provided, however, that any failure by a third party to perform its obligations under any such exchange arrangement shall not relieve Buyer of its obligations under this Contract. ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS Section 11.01 Tax -Exempt Status of the Bonds. Buyer and Seller acknowledge and agree that Seller will finance the prepayment under the Prepaid Agreement with the proceeds of the Bonds, which will be issued as obligations under which the interest is excluded from the gross income of the owners thereof for federal income tax purposes. Buyer and Seller covenant and agree that each will not take any action, or fail to take any action, or permit any action to be taken on its behalf or cause or permit any circumstance within its control to arise or continue, if any such action or inaction would adversely affect the exclusion from gross income for federal income tax purposes of the interest on any of the Bonds under the Code. Buyer further agrees that it will provide all documents and records reasonably requested by Seller for response to any inquiry or audit relating to the tax-exempt status of the bonds. Section 11.02 Qualifying Use. 17 ME 1 48371144v.1 (a) Buyer represents, warrants, covenants and agrees that: (i) it is (A) either (1) a Municipal Utility or (2) a Governmental Person that sells Gas (or electricity generated from such Gas) to a Municipal Utility, and (B) which, in either case, possesses all power, authority, and applicable approvals necessary for it to enter into this Contract; (ii) it has delivered to Seller, as a condition precedent to Seller's execution of this Contract, the Buyer Certificate, in substantially the form set forth in Exhibit D hereto; (iii) the Gas purchased under this Contract is and shall be used, at all times during the Delivery Period, by Buyer in its normal and customary governmental utility operations to provide utility service to consumers located within its governmental service territory pursuant to Buyer's generally applicable and uniformly applied rate schedules and tariffs as they exist from time to time; and (iv) it will execute such additional documents and certificates as Bond Counsel may reasonably request evidencing Gas Purchaser's compliance with this Section, with the Code, and with Treasury Regulations thereunder. (b) Without limiting the foregoing, Buyer further agrees that it will use the Gas (i) for Qualifying Use, (ii) in a manner that will not result in any Private Business Use, and (iii) that it will not use Gas purchased under this Contract in any other manner without the prior written consent of Seller. Buyer agrees that it will execute such additional documents and certificates as Bond Counsel may reasonably request evidencing Gas Purchaser's compliance with this Section, with the Code, and with Treasury Regulations thereunder. Section 11.03 Representations and Warranties. As a material inducement to entering into this Contract, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Effective Date as follows: (a) it is duly organized and validly existing in good standing under the Laws of the state or commonwealth in which it is organized, and has all requisite power and authority, corporate or otherwise, to enter into and to perform its obligations hereunder and to carry out the terms and conditions hereof and the transactions contemplated hereby; (b) it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Contract; (c) there is no litigation, action, suit, proceeding or investigation pending or, to the best of such Party's knowledge, threatened, before or by any Government Agency that could reasonably be expected to materially and adversely affect the performance by such Party of its obligations hereunder or that questions the validity, binding effect or enforceability hereof or of any action taken or to be taken by such Party pursuant hereto or any of the transactions contemplated hereby; (d) the execution, delivery and performance of this Contract by such Party have been duly authorized by all necessary actions on the part of such Party and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; 18 ME 1 48371144v.1 (e) this Contract has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights generally and by general principles of equity; (f) the execution, delivery and performance of this Contract by such Party shall not violate any provision of any Law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination applicable to it; (g) the execution, delivery and performance by such Party of this Contract, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations hereunder, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law, ordinance, rule or regulation applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any Lien upon any of its properties or assets; and (h) to the best of the knowledge and belief of such Party, no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any Government Agency is required in connection with the valid authorization, execution, delivery and performance by such Party of this Contract or the consummation of any of the transactions contemplated hereby. Section 11.04 Additional Representations, Warranties and Covenants of Buyer. As a material inducement to entering into this Contract, Buyer hereby represents, warrants and covenants to Seller as follows: (a) the amounts payable by Buyer under this Contract (i) shall be payable as a cost of purchased Gas (or fuel) and as an item of operating expenses of Buyer or Buyer's municipal gas (or electric) utility that is payable prior to debt service on Buyer's revenue bonds, if applicable, and (ii) do not constitute an indebtedness or liability of Buyer within the meaning of any constitutional or statutory limitation or restriction applicable to Buyer; and (b) Buyer shall establish, maintain and collect rates and charges for the sale or use of Gas or electric energy generated, transmitted, distributed or furnished by it so as to provide revenues sufficient, together with other legally available moneys, to enable Buyer to pay timely all amounts payable to Seller under this Contract, to pay any other amounts legally payable from such revenues, to maintain any required reserves pursuant to any financing obligations, and to promptly enforce the payment of any and all accounts owing to Buyer for the sale of Gas or electricity or the provision of distribution or other services to its customers. (c) Buyer further agrees to use Gas purchased under this Contract prior to other Gas purchased by Buyer that is not subject to any Qualifying Use restrictions. 19 ME 1 48371144v.1 Section 11.05 Negative Covenant. Buyer agrees that unless the Receivable Purchase Agreement Provider shall otherwise expressly consent in writing, Buyer shall not create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien on the source of payment for Buyer's payment obligations hereunder to or for the benefit of any Person that would provide such Person with a right to payment that is prior to the rights of Seller to payment under this Contract or the rights of the Receivable Purchase Agreement Provider to payment under this Contract. ARTICLE XII TAXES Section 12.01 Taxes. Seller shall (i) be responsible for and shall pay, cause to be paid, or promptly reimburse Buyer if Buyer has paid all Taxes assessed upstream of the Delivery Point, and (ii) indemnify Buyer and its Affiliates for any such taxes paid by Buyer or its Affiliates. Buyer shall (i) be responsible for and shall pay, cause to be paid, or promptly reimburse Seller if Seller has paid, all Taxes assessed at or downstream of the Delivery Point, and (ii) indemnify Seller and its Affiliates for any such taxes paid by Seller or its Affiliates. The Index Price does not include any applicable state or local, gross receipts, compensating, utility, transaction privilege, sales or use tax, and any other transactional -type tax which may be levied as a result of sales of or use of Gas hereunder and that is allowed by applicable law to be invoiced to the Buyer as a separate charge from the Index Price, whether measured by quantity or revenues; and if there are any such taxes Seller will invoice Buyer and Buyer will pay Seller the amount of such taxes which Seller will remit as required by applicable law. The Parties agree to cooperate, in the event either party in good faith protests, contests, disputes, or files a refund request, with the applicable taxing authority or court with jurisdiction, by providing any relevant information, upon request, within a party's possession, which will support the filing party's filing. At Seller's request, Buyer shall provide Seller with a valid sales tax exemption certificate and any other required exemption or resale certificate to the extent applicable necessary for exemption from any relevant state taxes that may be levied against the Parties in relation to the transactions under, or pursuant, to this Contract. ARTICLE XIII FORCE MAJEURE Section 13.01 Force Majeure. (a) Except with regard to a Party's obligation to make payment(s) due hereunder, neither Party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in this Section 13.01. (b) Notwithstanding and without limiting the generality of the foregoing, Buyer acknowledges and agrees that the Delivery Points under this Contract are at, near, or supplied by Gas production areas at point(s) or pool(s) at which Gas is aggregated, and that these Gas production areas may be affected by weather -related events, including hurricanes and wellhead freeze offs, which could disrupt or curtail Seller's ability to access Gas supplies, and that such circumstances, if and to the extent that they actually affect Seller's performance, constitute a Force Majeure event that relieves Seller of all or part, as applicable, of its obligations under this Contract to either (a) make deliveries of Gas, or (b) 20 ME 1 48371144v.1 financially to keep Buyer whole, in either case by using any other source of Gas that may be available, including without limitation (x) storage deliveries and (y) deliveries under any third -party supply contracts not used to supply Gas under this Contract prior to such event, including deliveries from a different supply region than the regions used to supply Gas at the Delivery Points. (c) Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuations of the affected area, floods, washouts, explosions or breakage, accident or the necessity of repairs to machinery or equipment or lines of pipe; (ii) weather -related events affecting a broad geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts, or other industrial disturbances, riots, sabotage, insurrections, acts of terrorism or wars; (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation or policy having the effect of law promulgated by a governmental authority having jurisdiction (excluding any actions taken by Buyer or Seller unless such actions are taken in response to an event that would otherwise constitute an event of Force Majeure); and (vii) an event of the type specified as an event of Force Majeure in Section 6.01. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. In no event shall Seller be under any obligation to source Gas from storage or other markets if an event of Force Majeure occurs. To the extent an event of Force Majeure occurs, Seller or Buyer will allocate the supply or purchase of Firm Gas for affected transactions, as applicable, on a pro rata basis with other similarly situated Firm Gas customers. (d) If an event of Force Majeure occurs, the Party affected may, in its sole discretion and without notice to the other Party, determine not to make a claim of Force Majeure and waive its rights under this Contract as such rights would apply to such event. Such determination or waiver shall not preclude the affected Party from claiming Force Majeure with respect to any subsequent event, including any event that is substantially similar to the event with respect to which such determination or waiver is made. (e) Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is prevented by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in -path Firm transportation is also curtailed; (ii) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; (iii) Seller's ability to sell Gas at a higher or more advantageous price, Buyer's ability to purchase Gas at a lower or more advantageous price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Contract; (iv) the loss of Buyer's markets or Buyer's inability to use or resell Gas purchased under this Contract, except, in either case, as a result of Force Majeure; or (v) the loss or failure of Seller's Gas supply or depletion of reserves, except, in either case, for reasons of Force Majeure. The Party claiming Force Majeure shall not be excused from its responsibility for costs associated with Imbalance Charges. (f) Notwithstanding anything to the contrary in this Contract, the Parties agree that the settlement of strikes, lockouts, or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance. 21 ME 1 48371144v.1 (g) The Party whose performance is prevented by Force Majeure must provide notice to the other Party. Initial notice may be given orally; however, written notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notice of Force Majeure to the other Party, the affected Party will be relieved of its obligation to make or accept delivery of Gas, as applicable, to the extent and for the duration of the Force Majeure event, and neither Party shall be deemed to have failed in such obligation to the other during such occurrence or event. ARTICLE XIV GOVERNING RULES AND REGULATIONS Section 14.01 Compliance with Laws. This Contract shall be subject to all present and future Laws of any Government Agency having jurisdiction, and neither Party has or will knowingly undertake or knowingly cause to be undertaken any activity that would conflict with such Laws; provided, however, that nothing herein shall be construed to restrict or limit either Party's right to object to or contest any such Law, and neither acquiescence therein or compliance therewith for any period of time shall be construed as a waiver of such right. Section 14.02 Contests. Excluding all matters involving a contractual dispute between the Parties, no Party shall contest, cause to be contested or in any way actively support the contest of the equity, fairness, reasonableness or lawfulness of any terms or conditions set forth or established pursuant to this Contract, as those terms or conditions may be at issue before any Government Agency in any proceeding, if the successful result of such contest would be to preclude or excuse the performance of this Contract by either Party. Section 14.03 Defense of Contract. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter defend and support, and shall take no action in derogation of, this Contract before any Government Agency in any proceeding involving such Party, if the substance, validity or enforceability of all or any part of this Contract is hereafter challenged or if any proposed changes in Law or regulatory practices or procedures would have the effect of making this Contract invalid or unenforceable or would subject either Party to any greater or different regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Contract. Section 14.04 Continuing Disclosure. Buyer agrees to provide Seller with its publicly available financial statements and operating information and authorizes Seller to use all or part of such information in its official statement with respect to the Bonds. Buyer shall also: (a) provide Seller with such annual updates to such information as Seller reasonably may request for use in any continuing disclosure filings that Seller may be required to make; and (b) on an annual basis, provide Seller with the audited financial statements and annual operating report of the Buyer as soon as they are available upon request. ARTICLE XV MISCELLANEOUS Section 15.01 Assignment. Neither Party shall assign this Contract or any of its rights or obligations under this Contract without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed, provided, however (i) Seller may pledge and assign its right, title, and interest in this Contract and the amounts payable by Buyer under this Contract to the Trustee under the Indenture, such that the Trustee or any receiver appointed under the Indenture shall have the right (but not be obligated) to enforce all 22 ME 1 48371144v.1 obligations of Buyer and to perform all obligations of Seller under this Contract; (ii) in the event of Payment Default and receipt by the Trustee of payment by the Receivables Purchase Agreement Provider of amounts owing by Buyer, Seller shall transfer and assign its rights under this Contract to collect the unpaid amounts due from Buyer to the Receivables Purchase Agreement Provider; and (iii) Buyer shall not assign this Contract or any of its rights or obligations under this Contract to any Person other than a Municipal Utility that executes and delivers to Buyer and Seller a Qualifying Use Certificate, unless Buyer obtains and delivers to Seller a Favorable Opinion of Bond Counsel, and without the prior written consent of BPEC and the Receivables Purchase Agreement Provider. Section 15.02 Notices. All notices, requests, statements or payments shall be made as specified on Exhibit C hereto. All notices, requests, or statements to Buyer shall be recognized as valid, whether from Seller, or its designee(s), and Buyer shall not be held liable by reason of Buyer having relied on them. Notices required to be in writing shall be delivered by letter, electronic mail, facsimile or other documentary form or such other means of communication as the Parties may agree from time to time in writing and shall be deemed given upon actual receipt by the Party to which such notice is given except that any notices received after 2:00 p.m. CPT shall be deemed received at the close of the next Business Day. A Party may change its address by providing notice of same in accordance herewith. Notwithstanding the foregoing, any notices regarding day-to-day operations may be given orally, to be followed up in writing. Section 15.03 Indemnification Procedure. With respect to each indemnification included in this Contract, the indemnity is given to the fullest extent permitted by applicable Law and the following provisions shall be applicable. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim and the indemnifying Party shall have the right to assume its investigation and defense, including employment of counsel, and shall be obligated to pay related court costs and the indemnifying Party's attorneys' and experts' fees, and to post any appeals bonds; provided, however, that the indemnified Party shall have the right to employ at its expense separate counsel and participate in the defense of any Claim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. In order to prevent double recovery, the indemnified Party shall reimburse the indemnifying Party for reasonable payments or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other recovery made by the indemnified Party with respect to a covered event. Section 15.04 Entirety. This Contract, including the exhibits hereto, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those herein expressed. Except for any matters that, in accordance with the express provisions of this Contract, may be resolved by oral agreement between the Parties, no amendment, modification or change herein shall be enforceable unless reduced to writing and executed by both Parties. Section 15.05 Governing Law, l accordance with the applicable Laws of principles which would refer to the laws o each of Buyer and Seller to enter into and determined in accordance with the Laws formation of each Party. ,iis Contract shall be interpreted and construed in he State of New York, excluding conflicts of law another jurisdiction; provided that the authority of perform its obligations under this Contract shall be of the state or commonwealth, as applicable, of ME 1 48371144v.1 23 Section 15.06 Non -Waiver. No waiver of any breach of any of the terms of this Contract shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is claimed. No waiver of any breach shall be deemed a waiver of any other subsequent breach. Section 15.07 Severability. If any provision of this Contract, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Contract and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party. Section 15.08 Exhibits. Any and all exhibits referenced in this Contract shall be incorporated herein by reference and shall be deemed to be an integral part hereof. Section 15.09 Winding Up Arrangements. All indemnity obligations, audit rights and other provisions specifically providing for survival shall survive the expiration or termination of this Contract. The expiration or termination of this Contract shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination, or (b) the consequences of any breach or default of any warranty or covenant contained in this Contract. All obligations and liabilities described in the preceding sentence of this Section 15.09, and applicable provisions of this Contract creating or relating to such obligations and liabilities, shall survive such expiration or termination. Section 15.10 Relationship of the Parties. The Parties shall not be deemed in a relationship of partners or joint ventures by virtue of this Contract, nor shall either Party be an agent, representative, trustee or fiduciary of the other. Neither Party shall have any authority to bind the other to any agreement. This Contract is intended to secure and provide for the services of each Party as an independent contractor. Section 15.11 Immunity. Buyer and Seller represent and covenant to and agree that each is not entitled to, and hereby waives any rights it may have to and shall not assert the defense of, sovereign immunity with respect to its obligations or any claims under this Contract. Section 15.12 Counterparts. This Contract may be executed and acknowledged in multiple counterparts and by different Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument. Section 15.13 Third -Party Beneficiaries. With the exception of the Receivables Purchase Agreement Provider and as provided in Section 15.14 with respect to the Trustee, the Parties acknowledge and agree that there are no third party beneficiaries of this Contract, and that this Contract shall not impart any rights enforceable by any person, firm, organization, or corporation not a party to this Contract. Regarding the Receivables Purchase Agreement Provider, it shall be an express third party beneficiary of this Contract entitled, but not obligated, to enforce each of the covenants and provisions of this Contract. Each Party expressly acknowledges and agrees that, irrespective of any action taken or omitted to be taken by the Receivables Purchase Agreement Provider under or in connection with this Contract or otherwise in connection with the transactions contemplated by this Contract, the sole liability and obligation of the Receivables Purchase Agreement Provider in connection therewith shall be those obligations which are expressly undertaken pursuant to the Receivables Purchase Agreement. 24 ME 1 48371144v.1 Section 15.14 Rights of Trustee. Pursuant to the terms of the Indenture, Seller has irrevocably appointed the Trustee as its agent to issue notices (including Remarketing Notices) and to take any other actions that Seller is required or permitted to take under this Contract, and as assignee of Seller under the Indenture and subject to the terms thereof, the Trustee shall have all rights of Seller to enforce Buyer's payment and other obligations under this Contract on behalf of the holders of the Bonds and the other parties secured under the Indenture. Buyer may rely on notices or other actions taken by Seller or the Trustee, and Buyer has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Seller. Section 15.15 Non -Publication of Index Price. Pursuant to the Prepaid Agreement, Seller and BPEC shall undertake a process to agree on a replacement Index Price (or on a method for determining a replacement Index Price) for the affected Gas Day(s) should any of the following events occur: (a) the failure of the price source to announce or publish information necessary for determining the Index Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the price source; (c) the temporary or permanent discontinuance or unavailability of the price source; (d) the temporary or permanent closing of any exchange acting as the price source; or (e) both Seller and BPEC agree that a material change in the formula for or the method of determining the Index Price has occurred. Seller shall involve Buyer in this process. If Seller incurs any costs associated with this process, such as payment to an independent third party, such costs shall be paid by Buyer. ARTICLE XVI CLOSING DOCUMENTATION Section 16.01 Closing Documentation. (a) The following documents shall be delivered by Buyer on or before the Effective Date of this Contract: (i) a completed and executed certificate of Buyer, in substantially the form attached as Exhibit D; (ii) a certificate of the Secretary or Assistant Secretary or other duly authorized representative of Buyer setting forth (i) the resolution or ordinance of its governing body authorizing Buyer to execute and deliver this Contract and to enter into the transactions contemplated hereby and any agreements relating thereto, in substantially the form attached as Exhibit G, (ii) the appropriate individuals who are authorized to execute the Contract and any such agreements, (iii) specimen signatures of such authorized individuals, and (iv) the organizational documents of Buyer, certified as being true and complete; (iii) such other documents, certificates and opinions as may be reasonably requested by Seller; and (iv) a legal opinion of counsel to the Buyer, in substantially the form of Exhibit F hereto, addressed to PEAK, the Trustee and the Receivables Purchase Agreement Provider to the effect that this Contract has been duly authorized, executed and delivered by Buyer and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. 25 ME 1 48371144v.1 (b) Buyer shall provide to Seller such updates to the documents provided by Buyer pursuant to Section 16.01(a) as Seller may reasonably request prior to be beginning of the Delivery Period. 26 ME 1 48371144v.1 IN WITNESS WHEREOF, Seller and Buyer have caused this Contract to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. HUTCHINSON UTILITIES COMMISSION By: Name: Title: PUBLIC ENERGY AUTHORITY OF KENTUCKY By: Name: Gerald L. Ballinger Title: President and General Manager 27 ME 1 48371144v.1 EXHIBIT A DAILY CONTRACT QUANTITY Month MMBtu/day December-24 January-25 February-25 March-25 April-25 May-25 June-25 July-25 August-25 September-25 October-25 November-25 December-25 January-26 February-26 March-26 April-26 May-26 June-26 July-26 August-26 September-26 October-26 November-26 December-26 January-27 February-27 March-27 April-27 May-27 Month June-27 July-27 August-27 September-27 October-27 November-27 December-27 January-28 February-28 March-28 April-28 May-28 June-28 July-28 August-28 September-28 October-28 November-28 December-28 January-29 February-29 March-29 April-29 May-29 June-29 July-29 August-29 September-29 October-29 November-29 M M Btu/day A-1 ME 1 48371144v.1 Month MMBtu/day December-29 January-30 February-30 March-30 April-30 May-30 June-30 July-30 August-30 September-30 October-30 November-30 December-30 January-31 February-31 March-31 April-31 May-31 June-31 July-31 Aug ust-31 September-31 October-31 November-31 December-31 January-32 February-32 March-32 April-32 May-32 June-32 July-32 Aug ust-32 September-32 October-32 November-32' NTD: Update to match final term of Reset Period A-2 ME 1 48371144v.1 EXHIBIT B DELIVERY POINTS AND INDICES Delivery Point [Insert] Index [Insert] m ME 1 48371144v.1 EXHIBIT C NOTICE CONTACT AND PAYMENT INSTRUCTIONS NOTICES If to Seller: Public Energy Authority of Kentucky 225 Sixth Street Carrollton, KY 41008 Attention: President and General Manager Telephone: (502) 732-0991 Fax: (502) 732-8777 E-mail: gballinger@peakgas.net with a copy to: BP Energy Company P.O. Box 3092 Houston, TX 77253-3092 Attention: Confirmations Dept Telephone: 713-323-1866 Fax: 281-227-8470 If to Buyer: Hutchinson Utilities Commission 225 Michigan St SE Hutchinson, MN 55350 Attention: Telephone: Fax: E-mail: If to the Trustee: Regions Bank 1900 5th Avenue North, 26th Floor Birmingham, AL 35203 Attention: Libby Carpenter Telephone: (205) 264-4939 Facsimile: (205) 264-5264 Email: elizabeth.carpenter@regions.com C-1 ME 1 48371144v.1 PAYMENT INSTRUCTIONS By Wire Transfer to Seller: Regions Bank ABA #: A/C #: FBO: PEAK 2024B Revenue Fd. Attn: Libby Carpenter By Wire Transfer to Buyer: Account No. ABA No. C-2 ME 1 48371144v.1 EXHIBIT D BUYER CERTIFICATEt DATED: [ ] 1, 2024 The undersigned hereby certifies that [he/she] is the [Title] of the Hutchinson Utilities Commission ("Buyer"), and that as such [he or she] is authorized to execute this certificate on behalf of Buyer. This certificate is executed in connection with the Short -Term Gas Supply Contract, dated as of r 1 2024 (the "Gas Supply Contract"), between Buyer and the Public Energy Authority of Kentucky ("PEAK" or "Seller"). Capitalized terms used and not otherwise defined in this Certificate have the meanings assigned to them in the Gas Supply Contract. Pursuant to the Indenture, Seller will issue the Bonds to finance the cost of acquisition of the Gas Supply Project, Gas from which will be sold to Buyer under the Gas Supply Contract. In connection with the foregoing, Buyer hereby certifies and represents as follows: Buyer is a Municipal Utility duly created and validly existing and in good standing under the laws of the Minnesota ("State") and has the corporate power and authority to enter into and perform its obligations under the Gas Supply Contract. 2. The Gas Supply Contract has been duly authorized, executed and delivered by Buyer, is in full force and effect and constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Attached hereto as Annex A is a true, correct and complete copy of the resolution or ordinance of Buyer authorizing the execution and delivery of the Gas Supply Contract. 3. 1 have reviewed the statements and information relating to Buyer and its utility system attached as Annex B that are contained in the final Official Statement prepared by the Seller in connection with the sale of the Bonds with respect to the Bonds and, as of the date hereof and to the best of my knowledge, such statements and information are true and correct in all material respects and did not and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such statements, in light of the circumstances under which they were made, not misleading. 4. The authorization, execution and delivery of the Gas Supply Contract and compliance with the provisions thereof (a) will not conflict with or constitute a breach of, or default under, any instrument relating to the organization, existence or operation of Buyer, any commitment, agreement, bond resolution, bond, note, indenture or other instrument to which Buyer is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which Buyer (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State relating to Buyer and t The Buyer Certificate set forth in this Exhibit D is a form certificate for buyers that are Municipal Utilities. This form will be modified with language approved by Bond Counsel in the case of a Governmental Person (other than a Municipal Utility) that sells Gas (or electricity generated from such Gas) to a Municipal Utility, and possesses all power, authority, and applicable approvals necessary for it to enter into this Contract. D-1 ME 1 48371144v.1 its affairs, and (b) will not result in, or require the creation or imposition of, any Lien on any of the properties or revenues of Buyer pursuant to any of the foregoing. 5. There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency, public board or administrative body pending or, to the best of Buyer's knowledge, threatened, against Buyer which in any way affects or questions the validity or enforceability of any provision of the Gas Supply Contract. 6. Buyer has entered into the Gas Supply Contract for the purpose of acquiring a supply of Gas (x) for sale to its Retail Customers, or (y) to produce electricity for sale to its Retail Customers. 7. Tax Certifications a. Buyer understands that PEAK will issue the Bonds to finance prepayment of the purchase price payable by PEAK for the Gas to be sold and delivered to Buyer under the Gas Supply Contract. Buyer further understands and acknowledges that PEAK will issue the Bonds as tax-exempt obligations under Sections 141- 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder (the "Regulations"). Sections 141- 150 of the Code and the Regulations impose certain conditions and requirements on Buyer's use of the Gas purchased by it under the Gas Supply Contract (the "Gas Supply") in order to establish and maintain the tax exemption for interest on the Bonds. Buyer understands that the statements made herein will be relied upon by PEAK in its effort to comply with the conditions imposed by the Code and the Regulations, and by Bond Counsel in rendering its opinion with respect to the exclusion from gross income for federal income tax purposes of interest on the Bonds. b. Definitions: For purposes of this Certificate: i. "Testing Period" means calendar years 2019 through 2023. "Service Area" means (A) any area throughout which Buyer provided, at all times during (x) the Testing Period, and (y) the period immediately following the Testing Period and ending on the Issue Date, natural gas transmission or distribution services or electric energy distribution services, or (B) any area recognized as the natural gas or electric distribution service area of Buyer under state or federal law. iii. "Issue Date" shall mean [Issue Date], 2024, the issue date of the Bonds. iv. "Governmental Person" means a state or local governmental unit or any instrumentality thereof. It does not include the United States or any agency or instrumentality thereof. v. "Retail Customer" shall mean a customer of Buyer located in the Service Area of the Buyer that purchases Gas or electricity, as applicable, for consumption and not for resale. D-2 ME 1 48371144v.1 vi. "Nongovernmental Agency" means any Person other than a Governmental Person. vii. "Private Use" means use of property, directly or indirectly, in any trade or business carried on by any Person, or any activity of any Person other than a natural person, in each case excluding Governmental Persons, unless (1) such use is merely as a member of the general public, (2) such property is intended to be and is in fact reasonably available for use on the same basis as natural persons not engaged in a trade or business, and (3) no priority rights therein or special benefits therefrom are extended to such Person (other than customary and reasonable differences in rates and terms and conditions of service for different classes of users). For this purpose, property is considered to be "used" by a Person if it is owned by such Person or otherwise actually or beneficially used by such Person under a lease, management contract, output -type contract, or similar arrangement. For the avoidance of doubt, Private Use does not arise as a result of the receipt by a Nongovernmental Agency (including an industrial or commercial customer) of retail Gas service from Buyer under a generally applicable and uniformly applied tariff (including, for example, customary and reasonable differences in rates and terms and conditions of service for different classes of users). On the other hand, Private Use does arise, for example, if a Nongovernmental Agency receives retail Gas service for its trade or business from Buyer under a contract entered into between such Nongovernmental Agency and Buyer, other than bona fide requirements contracts satisfying the requirements of the Regulations. c. In accordance with the requirements of Sections 141-150 of the Code and the Regulations, Buyer certifies as follows: i. Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). ii. Attachment I hereto shows (A) the average annual amount of Gas either (x) sold by Buyer to Retail Customers within its Service Area during the Testing Period, or (y) used by Buyer to generate electricity for sale to Retail Customers within its Service Area during the Testing Period, (B) the maximum amount of Gas storage available to Buyer on the date hereof, and (C) the amount of Gas that Buyer has a right to acquire for the System from any Person in any year during the term of the Gas Supply Contract. iii. Buyer owns and operates the System and reasonably expects to use all of the Gas Supply solely to (x) furnish Gas to its Retail Customers located in its Service Area in the normal and customary operations of the System, or (y) generate electricity for sale to its Retail Customers located in its Service Area in the normal and customary operation of the System. iv. The amount of Gas to be acquired under the Gas Supply Contract during any year, plus the amount of Gas otherwise available to Buyer for the System as of the Issue Date, does not exceed the sum of (A) the annual D-3 ME 1 48371144v.1 average amount during the Testing Period of Gas purchased by Retail Customers of Buyer, (B) the amount of Gas to be used by Buyer to generate electricity for sale to Retail Customers of Buyer, and (C) the amount of Gas to be used to transport the Gas acquired under the Gas Supply Contract to the System during the year. For purposes of the preceding sentence, the "amount of Gas otherwise available to Buyer for the System as of the Issue Date" means the sum of (1) the amount of Gas held by Buyer for the System on the Issue Date, and (11) the amount of Gas that Buyer has an obligation to purchase for the System in any year during the term of the Gas Supply Contract, divided by L] (the number of years in the Gas Supply Contract). v. Buyer will not engage in any intentional act to render the volume of Gas acquired under the Gas Supply Contract to be in excess of (A) the amount of Gas needed to serve Retail Customers of Buyer, and (B) the amount of Gas used to transport the acquired Gas to the System. Buyer reasonably expects that all amounts paid for Gas acquired pursuant to the Gas Supply Contract will be derived from current revenues from operations of the System. vi. The Gas Supply is to be used in the Service Area. Therefore, the Gas Supply may not be used in any expansion of the Service Area occurring after the date of this Certificate unless Buyer receives the prior written approval of PEAK and agrees to comply with such conditions and limitations as PEAK may require, provided however that Buyer may expand its Service Area for this purpose, without seeking approval of PEAK, to any area contiguous to its existing Service Area if permitted by State law. vii. Except to the extent set forth in the Gas Supply Contract, or a prior written consent of PEAK delivered to Buyer, Buyer will not permit any portion of the Gas Supply to be used for a Private Use. In determining compliance with this requirement, Buyer will inform PEAK of the current existence of, and during the term of the Gas Supply Contract will notify PEAK prior to entering into, any of the following types of contracts or arrangements: (A) Any sale or other disposition to a Nongovernmental Agency of all or any part of the System; (B) Any lease of or management contract for the operation of all or any part of the System if such lease or management contract is with a Nongovernmental Agency; (C) Any contract providing for the sale of Gas delivered under the Gas Supply Contract to a Nongovernmental Agency; and (D) Any arrangement that conveys to a Nongovernmental Agency priority rights or any other preferential benefits to use of the output of the System (other than customary and reasonable differences in rates and terms and conditions of service for different classes of users). D-4 ME 1 48371144v.1 Buyer will not use any of the types of contracts or arrangements described in A through D above without the prior written approval of PEAK and under PEAK's the written instruction, provided, however, that arrangements providing for the retail sale of Gas from the System to the general public (including private businesses as members of the general public) solely on the basis of rates or charges that are generally applicable and uniformly applied do not have to be reported to PEAK. 8. The undersigned has been duly authorized to execute and deliver this certificate on behalf of Buyer. Dated as of the day and year first above written. HUTCHINSON UTILITIES COMMISSION By:_ Name: Title: [SEAL] D-5 ME 1 48371144v.1 ANNEX A [Insert Buyer's resolution in the form of Exhibit G] ANNEX B :M D-6 ME 1 48371144v.1 EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller From: r, Participant Check the box to indicate type of remarketing. Ll Daily Ll Monthly u Seasonal Remarketing Notice a Remainder of the Term Period for which remarketing is requested: , 20_ through , 20 Buyer requests that Seller remarket the quantities of Gas listed below pursuant to Article IX of the Agreement for the following reason(s): elivery Point ily Contract Quantity and total Quantity subj remarketing (MMBtu) ME 1 48371144v.1 E-1 EXHIBIT F OPINION OF COUNSEL TO BUYER [dated as of Closing], 2024 Public Energy Authority of Kentucky 225 Sixth Street Carrollton, KY 41008 Attn: President and General Manager Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 The Regions Bank 1900 5th Avenue North, 26th Floor Birmingham, AL 35203 BP Energy Company 201 Helios Way Houston, TX 77079 Re: Short -Term Gas Supply Contract between Public Energy Authority of Kentucky and Buyer, Hutchinson Utilities Commission Ladies and Gentlemen: I am the duly appointed and acting _ for and have acted as counsel to Hutchinson Utilities Commission for the ("Buyer") in connection with the Short -Term Gas Supply Contract between Public Energy Authority of Kentucky ("PEAK") and the Buyer dated as of [ 11, 2024 (the "Gas Supply Contract"). PEAK acquired a supply of natural gas (the "Gas Supply") from BP Energy Company ("Supplier") pursuant to the Prepaid Natural Gas Purchase and Sale Agreement, dated as of [ 1, 2024, between Supplier and PEAK with the net proceeds of its Gas Supply Revenue Bonds 2024 Series B. PEAK will sell a portion of the Gas Supply to the Buyer under the Gas Supply Contract. Unless otherwise specified herein, all terms used but not defined in this opinion shall have the same meaning ascribed to them in the Gas Supply Contract. In connection with this opinion, I have assumed the genuineness of all signatures (other than the signatures of officers and directors of the Buyer) and the authenticity of all items submitted to me as originals and the conformity with originals of all items submitted to me as copies, and I am aware of no facts or circumstances that might indicate that these assumptions are not correct. I have further assumed the due authorization, execution and delivery of the Gas Supply Contract by PEAK. In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the following: F-1 ME 1 48371144v.1 (a) Resolution No. L], duly adopted by the governing body of Buyer on r ], 2024 (the "Resolution") authorizing Buyer to execute and deliver the Gas Supply Contract; (b) Executed counterparts of the Gas Supply Contract, together with each of the Exhibits thereto; and (c) Such other documents, information, and facts as are necessary for me to render the opinions contained herein. Based upon the foregoing, I am of the opinion that (i) The Buyer is a municipal utility duly organized and validly existing under the laws of the state of Minnesota (the "State"), and has the power and authority to deliver gas to retail gas customers desiring such service from the Buyer within its service area, to own its properties, to carry on its business as now being conducted, to execute, deliver, and perform the Gas Supply Contract. (ii) The rates charged by the Buyer to its retail gas customers are currently not regulated by any state or federal regulatory authority. (iii) The Buyer has lawful authority to own, operate, and manage its gas distribution utility and to fix and collect rates, fees and other charges in connection with such distribution system. (iv) The governing body of the Buyer has duly authorized executed, and delivered the Gas Supply Contract and do not and will not require, subsequent to the execution of the Gas Supply Contract by the Buyer, any consent or approval of the governing body or any officers of the Buyer. (v) The Gas Supply Contract constitutes the legal, valid, and binding obligation of the Buyer, enforceable in accordance with its terms. The Buyer complied with any applicable procurement requirements of State or local law prior to entering into the Gas Supply Contract. (vi) The authorization, execution and delivery of the Gas Supply Contract and compliance with the provisions thereof (a) will not conflict with or constitute a breach of, or default under, any instrument relating to the organization, existence or operation of the Buyer, any commitment, agreement, bond resolution, bond, note, indenture or other instrument to which the Buyer is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the Buyer (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State relating to the Buyer and its affairs, and (b) will not result in, or require the creation or imposition of, any Lien on any of the properties or revenues of the Buyer pursuant to any of the foregoing. The foregoing assumes that all payments under the Gas Supply Contract are operating expenses of the Buyer's municipal utility system, as described in the Gas Supply Contract. (vii) As of the date of the Gas Supply Contract, to the best of my knowledge after due inquiry, there is no pending or threatened action or proceeding against or affecting the Buyer which in any way would adversely affect the legality, validity, or enforceability of the Gas Supply Contract. F-2 ME 1 48371144v.1 (viii) The foregoing opinion with respect to the enforceability of the Gas Supply Contract is subject to the effect of bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, to the exercise of judicial discretion in the appropriate case, and to the limitations imposed by general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Gas Supply Contract and any related documents and upon the availability of injunctive relief or other equitable remedies. My opinion as to enforceability is limited by standards of good faith, fair dealing, materiality, and reasonableness that may be applied by a court to the exercise of certain rights and remedies; limitations based on statutes or on public policy limiting a person's right to waive the benefits of statutory provisions or of a common law right; and limitations releasing a party from or indemnifying a party against liability for its own wrongful or negligent act when such release or indemnification is contrary to public policy. This opinion is rendered solely for use and benefit of the addressees in connection with the Gas Supply Contract and may not be relied upon other than in connection with the Gas Supply Contract, or by any other person or entity for any purpose whatsoever, nor may it be quoted in whole or in part or otherwise referred to in any document or delivered to any other person or entity without the prior written consent of the undersigned. This opinion is given as of the date hereof and no opinion is expressed as to the effect of future applicable laws or court decisions. I assume no obligation, and expressly disclaim any obligation, to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to my attention or as to any change in laws which may hereafter occur. Very truly yours, F-3 ME 1 48371144v.1 EXHIBIT G BUYER'S AUTHORIZING RESOLUTION RESOLUTION # RESOLUTION OF THE HUTCHINSON UTILITIES COMMISSION OF HUTCHINSON, MINNESOTA (i) AUTHORIZING THE EXECUTION OF A GAS SUPPLY CONTRACT ("CONTRACT") WITH THE PUBLIC ENERGY AUTHORITY OF KENTUCKY ("PEAK") FOR THE PURCHASE OF NATURAL GAS FROM PEAK; (ii) ACKNOWLEDGING THAT PEAK WILL ISSUE ITS GAS SUPPLY REVENUE BONDS TO FUND THE PURCHASE OF A SUPPLY OF NATURAL GAS FROM BP ENERGY COMPANY ("BPEC"), WHICH GAS WILL BE USED TO MAKE DELIVERIES UNDER THE CONTRACT; AND (iii) FOR OTHER PURPOSES WHEREAS, the Hutchinson Utilities Commission of Hutchinson, Minnesota owns and operates a municipal gas distribution and electric utility and is authorized by the provisions of the City of Hutchinson City Charter to acquire, purchase, transport, store and manage supplies of gas necessary to meet the requirements of the residential, commercial and industrial customers served by such utility; and WHEREAS, the acquisition of secure, reliable and economic supplies of natural gas is necessary for the prudent and businesslike operation of the utility owned by the Hutchinson Utilities Commission, the continued economic development of its community and the promotion of the public health, safety and welfare; and WHEREAS, the Public Energy Authority of Kentucky which was formed pursuant to the Natural Gas Acquisition Authority Act, KRS 353.400 to 353.410, has offered to sell to the Hutchinson Utilities Commission, pursuant to the Contract, a supply of natural gas in the quantities on the dates set forth in the Contract, on the condition that PEAK issues its Gas Supply Revenue Bonds, 2024 Series B (the "Bonds") the proceeds of which will be used to acquire a supply of natural gas (the "Gas Supply") pursuant to a Prepaid Agreement with BPEC (the "Prepaid Agreement"); and WHEREAS, the Hutchinson Utilities Commission is a Government Agency, as such term is defined in the Gas Supply Contract, and desires to enter into the Contract with PEAK. NOW, THEREFORE, BE IT RESOLVED by the Hutchinson Utilities Commissions of Hutchinson, Minnesota as follows: 1. The Hutchinson Utilities Commission hereby approves the execution and delivery of the Short -Term Gas Supply Contract, in substantially the form previously submitted to the Hutchinson Utilities Commission and attached hereto as Exhibit A, pursuant to which the Hutchinson Utilities Commission will agree to purchase specified quantities of natural gas from PEAK, such deliveries to be made on the dates, at the volumes and for the prices set forth in such Gas Supply Contract. 2. The General Manager of the Hutchinson Utilities Commission is hereby authorized to execute any such other closing documents or certificates which may be required or contemplated in connection with the execution and delivery of the Contract or carrying out the intent and purpose of this resolution. BY ITS Attest: BY ITS Attest: G-1 ME 1 48371144v.1 [SEAL] G-2 ME 1 48371144v.1