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06-26-2024 HUCCPHUTCHINSON UTILITIES COMMISSION AGENDA REGULAR MEETING June 26, 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 6 of Exempt Handbook ii. Section 6 of Non -Exempt Handbook b. Approve Changes 7. UNFINISHED BUSINESS 8. NEW BUSINESS a. Approve Requisition #009932- Final Air Filter Unit 1 b. Approve Hutchinson Substation Electric Materials — Advertisement for Bid C. Execute the Short -Term Prepay Natural Gas Supply Contract d. Approve LM6000 PA Model — Advertisement for Bid e. Approve Requisition #009941 — Purchase of LM6000 PA Partial Life Exchange Unit 1 9. ADJOURN MINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, May 29, 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; 1. Conflict of Interest 2. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills Motion by Commissioner Cheney, second by Commissioner Pullis to Approve the Consent Agenda. Motion carried unanimously. 3. Approve Financial Statements Mr. Martig presented the Financial Statements. Cash increased between the 2 divisions by $879K, which included reimbursement from HCP. Both Electric Division and Natural Gas Division operating expenses were up due to the City invoicing meter reading equipment change out at both water towers. Natural Gas Division operating expenses also included $44K for DOT Pipeline Safety User Fee Assessment that is due every year. Revenues and usage were down due to a 22% decrease in heating days. GM Carter spoke of the consumption within the different classes. Overall YTD, consistent but throughout the classes not a lot of margin. Trending relative to the weather. Motion by Commissioner Silvernale, second by Commissioner Hanson to Approve the Financial Statements. Motion carried unanimously. 4. Open Forum 5. Communication a. City Administrator —Matthew Jaunich — i. Start of construction season ii. Pool opens June 5 iii. City Council run deadline is next Tuesday b. Divisions i. Dan Lang, Engineering Services Manager — 1. Provided update on outage last night ii. Dave Hunstad, Electric Transmission/Distribution Manager — 1 1. Nothing to report iii. Mike Gabrielson, Production Manager 1. Nothing to report 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, now working on hiring 2 seasonal temps d. Legal — Marc Sebora — i. Nothing to report e. General Manager — Jeremy Carter i. Working on Regulator Compliance manuals ii. Working with Northern Border and BP on Imbalance on the pipeline iii. Prepaid deal update iv. MMUA regional meeting on June 6 at Arts Place v. Working through MNOPS audit 6. Policies a. Review Policies i. Section 5 of Exempt Handbook ii. Section 5 of Non -Exempt Handbook No changes recommended at this time. 7. Unfinished Business 8. New Business a. Approve Hutchinson Substation Circuit Breaker Contract Mr. Lang presented Approval of Hutchinson Substation Circuit Breaker Contract. The Boarder States proposal was the lowest evaluated price of the three bids that were received. Discussion was held on the price and timing of the project. Motion by Commissioner Hanson, second by Commissioner Cheney to Approve Hutchinson Substation Circuit Breaker Contract. Motion carried unanimously. b. Approve Req#009912 — Fiberglass Service Body Mr. Hunstad presented the Approval of Requisition #009912 — Fiberglass Service Body. As part of the Fleet Management Program the 2012 Dodge Ram is due for replacement. Recommendation is for a Crysteel Equipment Service body from the Minnesota State Cooperative Purchasing Contract. 2 Motion by Commissioner Silvernale, second by Commissioner Pullis to Approve Req#009912- Fiberglass Service Body. Motion carried unanimously. c. Approval of Buyers Authorizing Resolution 24-01 for the Short -Term Natural Gas Prepay Deal GM Carter presented Approval of Buyers Authorizing Resolution 24-01 for the Short -Term Natural Gas Prepay Deal. Back in 2018 Commissioners agreed to a short-term pre -pay gas supply contract with PEAK (Public Energy Authority of Kentucky) /BP through November 2024. At the time the Commissioners felt more comfortable going with a short-term contract rather than a long-term contract. The short-term contract provided a .06 cent discount whereas the long-term contract provided a .29/.30 cent discount. As part of the repricing PEAK and 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. PEAK/BP are looking at a .10 cent discount on a short-term deal. PEAK/BP anticipate a remarking period on the new bonds to be an 8-year timeframe. The intention is to wrap up all documentation and approvals from all counter parties that will be in the prepay deal by end of June and then go out to the market and issue bonds in first part of July. HUC is a qualified participant being a municipal government which is needed to for a certain amount of load to be in prepay deals to issue tax-exempt financing. MCE is also offering a prepay deal with larger discounts. Conversations have been held with this prepay deal as well. Looking at possibly having loads in both of the deals in the future. Discussion was held on the amount of load that will going into the prepay deal. Approving the resolution authorizes HUC to execute the Short -Term Gas Supply Contract pursuant to HUC agreeing to purchase specified quantities of natural gas from PEAK at a discount. Approving resolution also authorizes the GM 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. Motion by Commissioner Hanson, second by Commissioner Silvernale to Approve Buyers Authorizing Resolution 24-01 for the Short -Term Natural Gas Prepay Deal. Motion carried unanimously. 3 d. LM6000 Discussion GM Carter provided an LM6000 Update. GM Carter recapped the options that were available along with the insurability of the engines and financial impact GM Carter provided an update from Hartford. Hartford is unable to make a decision on insurability with either option. Duty to Warn is concerning to Hartford and will not make a decision until HUC knows what engine Staff is going to go with. Hartford may insure the 2nd option which is the engine exchange however Hartford will still want to see all information and detail on the exchanged engine. GE states that the exchanged engine is a serviceable engine and will have a 2- year warranty. Discussion was held on self -insuring and different coverages HUC has along with the 2-year warranty that GE will have on the engine. Conversations were also held on the life of the exchanged engine. Options available are 1) get original engine back, which HUC will not get back until Sept/Oct, however the longer the engine is kept out of service the more likely the engine will be de -rated. Staff cannot figure how much the unit will be de -rated due to multiple factors. Cost will be about $2M and less likely to be insured. 2) Engine Exchange. Cost is $4.4M, have a 2-year warranty and possibly be insured. 3) not replace the engine. Conversations were held on capacity impact. GM Carter's recommendation is engine exchange, more expensive but most economical. Discussion was held on risk side. GE is willing to go on joint purchasing site, Sourcewell to make engine exchange happen. Motion by Commissioner Hanson, second by Commissioner Pullis to proceed with Engine Exchange, to include getting a guarantee by end of August and management will do the best attempt to have the engine insured knowing it may not happen. Motion carried unanimously. Conversation was held on the future and to have an Intermediate plan in place along with the Cap X. 9. Adjourn There being no further business, a motion by Commissioner Pullis, second by Commissioner Cheney to adjourn the meeting at 4:02p.m. Motion carried unanimously. 12 Kathy Silvernale, Secretary ATTEST: Don Martinez, President 06/18/2024 11:32 AM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES Page 1/19 User: JMartig CHECK DATE FROM 05/23/2024 - 06/21/2024 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Amount Fund: 1 ELECTRIC 06/06/2024 GEN 81054 ABIGAIL REDDING OR GRACE REDDING OVERPAYMENTS 142-000- 00 60.57 06/06/2024 GEN 8105514 ACE HARDWARE Sales Tax Receivable - Replace 186-000- 00 0.59 Sales Tax Receivable - Replace 186-000- 00 2.17 Accessory Plant - Materials 402-554- 01 8.64 Accessory Plant - Materials 402-554- 01 31.57 Line - Materials 401-581- 02 36.83 Line - Materials 401-581- 02 46.46 Building & Grounds - Materials 402-592- 02 9.81 HECK GEN 81055 TOTAL FOR FUND 1: 136.07 06/06/2024 GEN 810564 ADVANCED FILTRATION CONCEPTS INC. FILTER, UNIT 45 FILTER HOUSE, F5S- 154-000- 00 3, 962.10 FREIGHT 401-588- 02 525.89 HECK GEN 81056 TOTAL FOR FUND 1: 4,487.99 06/06/2024 GEN 81057* ALANA KOSKELA OR ADAM KOSKELA DEP REFUND/APPLIED 235-000- 00 78.00 DEP REFUND/APPLIED 235-000- 00 58.50 HECK GEN 81057 TOTAL FOR FUND 1: 136.50 06/06/2024 GEN 81058 AMERICAN MASONRY Phase 2 Tuck Pointing 107-341- 00 89,874.36 Structures & Improvements (Bui 107-341- 00 125.64 HECK GEN 81058 TOTAL FOR FUND 1: 90,000.00 06/06/2024 GEN 81059 ANNABELLE ZIPF OVERPAYMENTS 142-000- 00 39.29 06/06/2024 GEN 81060 APR STORAGE OVERPAYMENTS 142-000- 00 1,567. 98 06/06/2024 GEN 81061*4 AUSTIN LOSIEVSKI DEP REFUND/APPLIED 235-000- 00 65.00 DEP REFUND/APPLIED 235-000- 00 110.50 DEPOSIT INTEREST 431-000- 08 1.44 DEPOSIT INTEREST 431-000- 08 2.46 HECK GEN 81061 TOTAL FOR FUND 1: 179.40 06/06/2024 GEN 810624 B & F FASTENER SUPPLY DISC, FLAP, 4 1/2" X 7/8", 60 GRIT, 154-000- 00 180.41 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Description Account Dept Page 2/19 Amount Fund: 1 ELECTRIC FREIGHT 401-588- 02 7.01 HECK GEN 81062 TOTAL FOR FUND 1: 187.42 06/06/2024 GEN 81063* BAKERS EATS LLC DEP REFUND/APPLIED 235-000- 00 3,250.00 06/06/2024 GEN 81064*4 BORDER STATES ELECTRIC SUPPLY FUSE HOLDER, AIS SWITCH (SML-20) 154-000- 00 FLOOD SEAL, COVERS (LONG) FSS 350L 154-000- 00 SHOVEL, SPADE D-HANDLE FPS, 4 3/4" x 154-000- 00 Sales Tax Receivable - New 186-000- 00 Sales Tax Receivable - New 186-000- 00 Sales Tax Receivable - New 186-000- 00 HECK GEN 81064 TOTAL FOR FUND 1: 06/06/2024 GEN 81065* BROTHERS FIRE PROTECTION GROUNDS - OUTSIDE SERVICES 401-935- 08 GROUNDS - OUTSIDE SERVICES 401-935- 08 GROUNDS - OUTSIDE SERVICES 401-935- 08 HECK GEN 81065 TOTAL FOR FUND 1: 06/06/2024 GEN 81066 CALDWELL, ANTHONY Uniforms & Laundry 401-588- 02 06/06/2024 GEN 81069 CHRIS SOLIEN Cip - Residential 401-916- 07 06/06/2024 GEN 81070*4 CINTAS CORPORATION 4470 Uniforms & Laundry 401-550- 01 Uniforms & Laundry 401-550- 01 UNIFORMS & LAUNDRY 401-588- 02 UNIFORMS & LAUNDRY 401-588- 02 HECK GEN 81070 TOTAL FOR FUND 1: 06/06/2024 GEN 81071*4 CITY OF HUTCHINSON VEHICLE/EQUIPMENT FUEL -POWER 401-550- 01 VEHICLES/EQUIPMENT FUEL-ELEC 401-588- 02 VEHICLES/EQUIPMENT FUEL-ADMIN 55/45 401-935- 08 HECK GEN 81071 TOTAL FOR FUND 1: 06/06/2024 GEN 81072 CORE & MAIN Elec MTR 12s Remote Disconnect CL200 107-370- 00 2,658.24 1,248.00 132.84 182.75 85.80 9.13 4,316.76 239.25 199.10 220.00 658.35 199.98 60.00 255.31 235.31 156.08 192.21 1,450.45 872.00 06/18/2024 11:32 AM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES Page 3/19 User: JMartig CHECK DATE FROM 05/23/2024 - 06/21/2024 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Amount Fund: 1 ELECTRIC 06/06/2024 GEN 81073* COURTNEY HAAS OR MEGAN HAAS DEP REFUND/APPLIED 235-000- 00 234.00 06/06/2024 GEN 81074* DANIELLE SWANSON DEP REFUND/APPLIED 235-000- 00 130.00 06/06/2024 GEN 81075* DYLAN TOBAJO DEP REFUND/APPLIED 235-000- 00 48.75 06/06/2024 GEN 81076* ELITE PROPERTIES MN LLC DEP REFUND/APPLIED 235-000- 00 237.25 06/06/2024 GEN 81077* GAVIN BELL DEP REFUND/APPLIED 235-000- 00 195.00 06/06/2024 GEN 81078 GREAT RIVER ENERGY Outside Services 401-567- 03 2,243.41 06/06/2024 GEN 81079 GRIFFIN FROEMMING OR PAUL WARMKA OVERPAYMENTS 142-000- 00 82.45 06/06/2024 GEN 810804 HERO-U-LIFT Sales Tax Receivable - Replace 186-000- 00 395.28 Generator 45 Material 402-554- 01 1,656.44 Generator 46 Material 402-554- 01 1,656.44 Generator 47 Material 402-554- 01 1,655.90 HECK GEN 81080 TOTAL FOR FUND 1: 5,364.06 06/06/2024 GEN 81081 HUSTON'S CRANE SERVICE, INC GENERATOR 45 OUTSIDE SERVICES 402-554- 01 710.00 GENERATOR 46 OUTSIDE SERVICES 402-554- 01 710.00 HECK GEN 81081 TOTAL FOR FUND 1: 1,420.00 06/06/2024 GEN 81082* HUTCHFIELD SERVICES Grounds - Outside Services 401-935- 08 1,093.21 06/06/2024 GEN 81084*4 HUTCHINSON WHOLESALE SUPPLY CO Structures & Equipment - Mater 402-592- 02 31.39 06/06/2024 GEN 81086 IRBY TOOL & SAFETY Maintenance Other - Materials 402-554- 01 178.16 06/06/2024 GEN 81087* JACOB PITALA DEP REFUND/APPLIED 235-000- 00 97.50 06/06/2024 GEN 81088* JANEAN SORRELL OR NICHOLAS STOWELL DEP REFUND/APPLIED 235-000- 00 146.25 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 4/19 Amount Fund: 1 ELECTRIC 06/06/2024 GEN 81089 JOE ALVAREZ OVERPAYMENTS 142-000- 00 8.84 06/06/2024 GEN 81090 JOHN RODEBERG Cip - Residential 401-916- 07 150.00 06/06/2024 GEN 81091* JON OTTESON PHOTOGRAPHY Office Supplies 401-921- 08 141.59 06/06/2024 GEN 81092* JUSTIN SHIPP OR RAVEN CAMPBELL DEP REFUND/APPLIED 235-000- 00 65.00 06/06/2024 GEN 81093* KAMIA STOLTENBERG DEP REFUND/APPLIED 235-000- 00 58.50 06/06/2024 GEN 81094* KERRY O'NEILL DEP REFUND/APPLIED 235-000- 00 156.00 06/06/2024 GEN 81095* KRIS BETKER Cip - Residential 401-916- 07 150.00 06/06/2024 GEN 810964 KURITA AMERICA INC Sales Tax Receivable - Replace 186-000- 00 10.59 Accessory Plant - Materials 402-554- 01 154.00 HECK GEN 81096 TOTAL FOR FUND 1: 164.59 06/06/2024 GEN 81097* KYABAH MUNOZ DEP REFUND/APPLIED 235-000- 00 117.00 06/06/2024 GEN 81098 LESTER SCHUFT OVERPAYMENTS 142-000- 00 24.81 06/06/2024 GEN 81099* MADISON LAWYER DEP REFUND/APPLIED 235-000- 00 52.00 06/06/2024 GEN 81100* MALLORY FUNDINGSLAD DEP REFUND/APPLIED 235-000- 00 65.00 06/06/2024 GEN 81101* MARCY FLUEGGE OR WAYNE FLUEGGE DEP REFUND/APPLIED 235-000- 00 221.00 06/06/2024 GEN 81102* MARK HAZELWOOD OR SUSAN HAZELWOOD DEP REFUND/APPLIED 235-000- 00 162.50 06/06/2024 GEN 81103* MAYNOR ANTONIO BENITEZ AGUILAR DEP REFUND/APPLIED 235-000- 00 162.50 06/18/2024 11:32 AM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES User: JMartig CHECK DATE FROM 05/23/2024 - 06/21/2024 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Fund: 1 ELECTRIC 06/06/2024 GEN 811044 MCC ENERGY SOLUTIONS, LLC I AM MANAGEMENT FEES 401-555- 02 IAM USAGE FEES 401-556- 03 HECK GEN 81104 TOTAL FOR FUND 1: 06/06/2024 GEN 81105 MCLEOD EMERGENCY FOOD SHELF Cip- Commercial 401-916- 07 06/06/2024 GEN 81106* MICHELLE BAILEY OR DARREL REMILY DEP REFUND/APPLIED 235-000- 00 06/06/2024 GEN 81107* MICHELLE HOLDEN DEP REFUND/APPLIED 235-000- 00 06/06/2024 GEN 81108* MOLLY KENNEDY OR CHRISTOPHER DEP REFUND/APPLIED 235-000- 00 06/06/2024 GEN 81109* NORA LICONA DEP REFUND/APPLIED 235-000- 00 06/06/2024 GEN 81110* NUVERA TELEPHONE 401-921- 08 06/06/2024 GEN 81111*4 OXYGEN SERVICE COMPANY INC Supplies 401-550- 01 Supplies 401-550- 01 HECK GEN 81111 TOTAL FOR FUND 1: 06/06/2024 GEN 81112*4 PRO AUTO & TRANSMISSION REPAIR Vehicles - Material 402-598- 02 06/06/2024 GEN 81113* RANDY BUBOLTZ OR SARA BUBOLTZ DEP REFUND/APPLIED 235-000- 00 06/06/2024 GEN 811154 RS AMERICAS, INC. END STOP, ALTECH CORP. 470077266 154-000- 00 CONNECTOR, TERMINAL BLOCK FUSE, 154-000- 00 RAIL, SLOTTED DIN, TOP HOT COMPATIBLE 154-000- 00 FREIGHT 401-588- 02 HECK GEN 81115 TOTAL FOR FUND 1: Page 5/19 Amount 3,900.00 3,050.00 6,950.00 252.00 65.00 214.50 107.25 169.00 1,935.69 124.71 53.12 292.50 32.40 23.52 8.56 06/06/2024 GEN 81118* SETH MATTISON OR LACEY MATTISON DEP REFUND/APPLIED 235-000- 00 58.50 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 6/19 Amount Fund: 1 ELECTRIC 06/06/2024 GEN 81119* SHANNON MOUDRY OR DEVON ANDERSON DEP REFUND/APPLIED 235-000- 00 221.00 06/06/2024 GEN 81120 SHELLPOINT MORTGAGE LLC OVERPAYMENTS 142-000- 00 166.63 06/06/2024 GEN 81121* SHRED RIGHT OFFICE SUPPLIES -SHREDDING SERVICES 401-921- 08 16.33 06/06/2024 GEN 81123* STANDARD PRINTING & MAILING OFFICE SUPPLIES 401-921- 08 356.69 OFFICE SUPPLIES 401-921- 08 18.55 HECK GEN 81123 TOTAL FOR FUND 1: 375.24 06/06/2024 GEN 81124* STEPHANIE REIERSON OR BRIAN DEP REFUND/APPLIED 235-000- 00 58.50 06/06/2024 GEN 81125* T-MOBILE Telephone 401-921- 08 3,480.96 06/06/2024 GEN 81126* THE TITLE TEAM DEP REFUND/APPLIED 235-000- 00 357.50 06/06/2024 GEN 81127 THERESA ANDERSON OVERPAYMENTS 142-000- 00 31.03 06/06/2024 GEN 81128 TK ELEVATOR CORPORATION Outside Services 402-554- 01 344.93 06/06/2024 GEN 81129 TK ELEVATOR CORPORATION Maint Power Prod Plant - Build 402-554- 01 315.00 06/06/2024 GEN 81130*4 TYLER HEERDT OR KARISSA HEERDT DEP REFUND/APPLIED 235-000- 00 65.00 DEPOSIT INTEREST 431-000- 08 1.44 CHECK GEN 81130 TOTAL FOR FUND 1: 66.44 06/06/2024 GEN 81131 VIKING ELECTRIC CLAMP, 1/4", VIBRA, BVT025 154-000- 00 99.18 CLAMP, 3/8", VIBRA, BVT037 154-000- 00 27.53 CLAMP, 1/2", VIBRA, BVT050 154-000- 00 100.25 CLAMP, 3/4", VIBRA, BVT075 154-000- 00 115.48 CLAMP, 1/4", VIBRA, BVT250 154-000- 00 473.95 Production Inventory 154-000- 00 0.02 POWER SUPPLY, SIEMENS, 24VDC, 5A, 154-000- 00 347.42 CHECK GEN 81131 TOTAL FOR FUND 1: 1,163.83 06/18/2024 11:32 AM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES User: JMartig CHECK DATE FROM 05/23/2024 - 06/21/2024 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Fund: 1 ELECTRIC 06/06/2024 GEN 81132 WILD FLOWER PROPERTIES OVERPAYMENTS 142-000- 00 OVERPAYMENTS 142-000- 00 HECK GEN 81132 TOTAL FOR FUND 1: 06/06/2024 GEN 81133* WILLIAM PRUDEN OR ASHLEY PRUDEN DEP REFUND/APPLIED 235-000- 00 06/06/2024 GEN 81134 ZIEGLER POWER SYSTEMS Generator 46 Material 402-554- 01 Generator 47 Material 402-554- 01 HECK GEN 81134 TOTAL FOR FUND 1: 06/06/2024 GEN 811354 ZIEGLER POWER SYSTEMS VALVE, CHECK-PRECHAMBER - POSITION 3 154-000- 00 SEAL, RUBBER, 9.2190-002 154-000- 00 FREIGHT 401-588- 02 HECK GEN 81135 TOTAL FOR FUND 1: 06/12/2024 GEN 811364 A & K REPAIR, INC Sales Tax Receivable - Replace 186-000- 00 Accessory Plant - Materials 402-554- 01 HECK GEN 81136 TOTAL FOR FUND 1: 06/12/2024 GEN 81137*4 ACE HARDWARE Sales Tax Receivable - Replace 186-000- 00 Sales Tax Receivable - Replace 186-000- 00 Accessory Plant - Materials 402-554- 01 Accessory Plant - Materials 402-554- 01 HECK GEN 81137 TOTAL FOR FUND 1: 06/12/2024 GEN 81139 APR STORAGE OVERPAYMENTS 142-000- 00 06/12/2024 GEN 81141 BEVERLY STEVENS OVERPAYMENTS 142-000- 00 OVERPAYMENTS 142-000- 00 HECK GEN 81141 TOTAL FOR FUND 1: Page 7/19 Amount 316.10 340.91 657.01 71.50 375.00 375.00 750.00 3,193.75 550.00 29.26 3,773.01 18.43 250.00 268.43 0.62 1.03 8.99 14.97 25.61 2,155.00 500.00 06/12/2024 GEN 81144 BRANDON INGRAM OR COLT TRIELIPP OVERPAYMENTS 142-000- 00 236.27 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 8/19 Amount Fund: 1 ELECTRIC 06/12/2024 GEN 81146* CARTER, JEREMY J Training - Expense 401-930- 08 106.53 06/12/2024 GEN 81148*4 CINTAS CORPORATION 4470 Uniforms & Laundry 401-550- 01 255.31 UNIFORMS & LAUNDRY 401-588- 02 156.08 HECK GEN 81148 TOTAL FOR FUND 1: 411.39 06/12/2024 GEN 81149 CITY OF HUTCHINSON Line - Materials 401-581- 02 7.98 06/12/2024 GEN 81150* CORY NOVOTNY Cip - Residential 401-916- 07 325.00 Cip - Residential 401-916- 07 700.00 HECK GEN 81150 TOTAL FOR FUND 1: 1,025.00 06/12/2024 GEN 81151 COUNTY OF MCLEOD Street Lighting - Materials 402-596- 02 660.00 06/12/2024 GEN 81152* CROW RIVER FLORAL Office Supplies 401-921- 08 19.25 Office Supplies 401-921- 08 29.15 HECK GEN 81152 TOTAL FOR FUND 1: 48.40 06/12/2024 GEN 81155 DGR ENGINEERING Plant 41 Relay and RTU Upgrades 107-362- 00 1,708.00 Station Equipment (Switchgear, 107-362- 00 44.50 3M Substation SCADA 107-362- 00 10,440.00 STATION EQUIPMENT (SWITCHGEAR, 107-362- 00 18.50 Hutchinson Sub 115kV Rebuild 107-362- 00 62,010.00 STATION EQUIPMENT (SWITCHGEAR, 107-362- 00 622.50 HECK GEN 81155 TOTAL FOR FUND 1: 74,843.50 06/12/2024 GEN 811564 FASTENAL COMPANY Sales Tax Receivable - Replace 186-000- 00 1.94 Accessory Plant - Materials 402-554- 01 28.24 HECK GEN 81156 TOTAL FOR FUND 1: 30.18 06/12/2024 GEN 811574 FS3 INC BATTERY PACK, DRILL HEAD, SIZE C, 2 154-000- 00 29. 94 Sales Tax Receivable - New 186-000- 00 2.80 FREIGHT 401-588- 02 10.79 HECK GEN 81157 TOTAL FOR FUND 1: 43.53 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 9/19 Amount Fund: 1 ELECTRIC 06/12/2024 GEN 8115914 GOPHER STATE ONE -CALL INC Line - Materials 401-581- 02 356.40 06/12/2024 GEN 81160* HAGER JEWELRY INC Office Supplies 401-921- 08 62.89 06/12/2024 GEN 81162 HER ENGINEERING INC Outside Services 402-554- 01 1,099.87 06/12/2024 GEN 81163* HEALTH PARTNERS DENTAL INSURANCE - 82% ELEC 242-000- 00 4, 526.87 DENTAL INSURANCE - COBRA 242-000- 00 443.25 HEALTH INSURANCE-82o ELEC 242-000- 00 58, 883.76 HECK GEN 81163 TOTAL FOR FUND 1: 63,853.88 06/12/2024 GEN 81164* INNOVATIVE OFFICE SOLUTIONS Office Supplies 401-921- 08 89. 34 06/12/2024 GEN 81166 JEFF MARTIN AUCTIONEERS INC OVERPAYMENTS 142-000- 00 181.50 06/12/2024 GEN 81167 JLG INVESTMENT PROPERTIES LLC OVERPAYMENTS 142-000- 00 397.85 06/12/2024 GEN 81168* JLR GARAGE DOOR SERVICE INC Grounds - Materials 401-935- 08 75.00 06/12/2024 GEN 81170 KIM STEELE OVERPAYMENTS 142-000- 00 88.03 06/12/2024 GEN 811714 LIBERITY PROCESS EQUIPMENT INC. EN-05-12 Pump Rebuild Quote 0107211 402-554- 01 639.00 FREIGHT 401-588- 02 361.18 HECK GEN 81171 TOTAL FOR FUND 1: 1,000.18 06/12/2024 GEN 81172 LIGHT SWITCH Cip- Commercial 401-916- 07 1,068.00 06/12/2024 GEN 81173* MARCO TECHNOLOGIES, LLC Office Supplies 401-921- 08 532.44 06/12/2024 GEN 81175*4 O'REILLY AUTOMOTIVE INC Supplies 401-550- 01 32.29 Line - Materials 401-581- 02 32.29 CHECK GEN 81175 TOTAL FOR FUND 1: 64.58 06/12/2024 GEN 81176 PARKER WORTZ Uniforms & Laundry 401-588- 02 224.99 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 10/19 Amount Fund: 1 ELECTRIC 06/12/2024 GEN 81177* PREMIUM WATERS INC OFFICE SUPPLIES -BOTTLED WATER 401-921- 08 25. 96 06/12/2024 GEN 81178 PRO AUTO & TRANSMISSION REPAIR VEHICLES - MATERIAL-ELEC 402-598- 02 135.25 VEHICLES - MATERIAL-ELEC 402-598- 02 324.19 HECK GEN 81178 TOTAL FOR FUND 1: 459.44 06/12/2024 GEN 81179* Q MARKET RESEARCH CITIZEN SURVEY 401-923- 08 3,300.00 06/12/2024 GEN 81181 ROBERT OR SARAH BOLLINGMO OVERPAYMENTS 142-000- 00 409.18 06/12/2024 GEN 81182 RS AMERICAS, INC. TIE, CABLE, FOAM BACKED ADHESIVE, 154-000- 00 51.43 06/12/2024 GEN 81183* RUNNING'S SUPPLY INC Grounds - Materials 401-935- 08 40.44 06/12/2024 GEN 81184 TRACY DAVENPORT Cip - Residential 401-916- 07 400.00 06/12/2024 GEN 81185 TWO-WAY COMMUNICATIONS INC Telephone 401-921- 08 58.78 06/12/2024 GEN 81186 TYLER MORRIS OVERPAYMENTS 142-000- 00 54.56 06/12/2024 GEN 81187* UNITED INFORMATION SERVICES, INC COLLECTION - MATERIALS 401-903- 06 2, 024.29 06/12/2024 GEN 81188* UNITED PARCEL SERVICE MAIL SERVICES - UPS, FEDEX 401-921- 08 206.78 06/12/2024 GEN 811914 WESCO RECEIVABLES CORP METERS (BOXES) 107-370- 00 0.10 ABB 923A517G01 Accurange CMF-S 107-370- 00 6,848.42 Sales Tax Receivable - New 186-000- 00 470.84 Materials 401-588- 02 5,152.64 HECK GEN 81191 TOTAL FOR FUND 1: 12,472.00 06/12/2024 GEN 81192*4 WEST CENTRAL SANITATION INC GENERATOR 41 WATER & SEWER -INDUSTRIAL 401-547- 01 119.55 WASTE DISPOSAL-4TH AVE 401-550- 01 193.00 UTILITY ESP - WATER/WASTE 55/45- 401-930- 08 291.67 HECK GEN 81192 TOTAL FOR FUND 1: 604.22 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Description Fund: 1 ELECTRIC 06/12/2024 GEN 81193 WILD FLOWER PROPERTIES OVERPAYMENTS OVERPAYMENTS OVERPAYMENTS HECK GEN 81193 TOTAL FOR FUND 1: Total for fund 1 ELECTRIC Account Dept 142-000- 00 142-000- 00 142-000- 00 Page 11/19 Amount 621.76 336.93 557.15 1,515.84 315,728.12 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 12/19 Amount Fund: 2 GAS 06/06/2024 GEN 8105514 ACE HARDWARE Materials 401-874- 04 36.83 Materials 401-874- 04 268.12 Materials 401-874- 04 46.47 Other Equipment - Materials 402-895- 04 64.11 HECK GEN 81055 TOTAL FOR FUND 2: 415.53 06/06/2024 GEN 81057* ALANA KOSKELA OR ADAM KOSKELA DEP REFUND/APPLIED 235-000- 00 42.00 DEP REFUND/APPLIED 235-000- 00 31.50 HECK GEN 81057 TOTAL FOR FUND 2: 73.50 06/06/2024 GEN 81061*4 AUSTIN LOSIEVSKI DEP REFUND/APPLIED 235-000- 00 35.00 DEP REFUND/APPLIED 235-000- 00 59.50 DEPOSIT INTEREST 431-000- 08 0.78 DEPOSIT INTEREST 431-000- 08 1.32 HECK GEN 81061 TOTAL FOR FUND 2: 96.60 06/06/2024 GEN 81063* BAKERS EATS LLC DEP REFUND/APPLIED 235-000- 00 1,750.00 06/06/2024 GEN 81064*4 BORDER STATES ELECTRIC SUPPLY VAVLE, BALL, 2" WELD X WELD, 154-000- 00 692.58 TAX 401-874- 04 47.61 HECK GEN 81064 TOTAL FOR FUND 2: 740.19 06/06/2024 GEN 81065* BROTHERS FIRE PROTECTION GROUNDS - OUTSIDE SERVICES 401-935- 08 195.75 GROUNDS - OUTSIDE SERVICES 401-935- 08 162.90 GROUNDS - OUTSIDE SERVICES 401-935- 08 180.00 HECK GEN 81065 TOTAL FOR FUND 2: 538.65 06/06/2024 GEN 81067 CENTURYLINK Utilities (Electric, Satellite 401-856- 05 68.89 06/06/2024 GEN 81068 CHERRYROAD MEDIA Public Awareness - Material 401-856- 05 95.00 06/06/2024 GEN 81070*4 CINTAS CORPORATION 4470 UNIFORMS & LAUNDRY 401-880- 04 116.91 UNIFORMS & LAUNDRY 401-880- 04 116.91 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 13/19 Amount Fund: 2 GAS HECK GEN 81070 TOTAL FOR FUND 2: 233.82 06/06/2024 GEN 81071*4 CITY OF HUTCHINSON VEHICLE/EQUIPMENT FUEL -GAS 401-880- 04 1,776.75 VEHICLES/EQUIPMENT FUEL-ADMIN 55/45 401-935- 08 53.40 HECK GEN 81071 TOTAL FOR FUND 2: 1,830.15 06/06/2024 GEN 81073* COURTNEY HAAS OR MEGAN HAAS DEP REFUND/APPLIED 235-000- 00 126.00 06/06/2024 GEN 81074* DANIELLE SWANSON DEP REFUND/APPLIED 235-000- 00 70.00 06/06/2024 GEN 81075* DYLAN TOBAJO DEP REFUND/APPLIED 235-000- 00 26.25 06/06/2024 GEN 81076* ELITE PROPERTIES MN LLC DEP REFUND/APPLIED 235-000- 00 127.75 06/06/2024 GEN 81077* GAVIN BELL DEP REFUND/APPLIED 235-000- 00 105.00 06/06/2024 GEN 81082* HUTCHFIELD SERVICES Grounds - Outside Services 401-935- 08 894.44 06/06/2024 GEN 81083 HUTCHINSON CO-OP Power Equipment - Materials 402-895- 04 15.34 06/06/2024 GEN 81084*4 HUTCHINSON WHOLESALE SUPPLY CO COMMUNICATION EQUIPMENT 107-370- 00 10.35 Materials 401-874- 04 15.70 HECK GEN 81084 TOTAL FOR FUND 2: 26.05 06/06/2024 GEN 810854 IRBY 2" HDPE Anodeless Transition Riser 107-380- 00 144.63 FREIGHT & TAX 401-874- 04 116.69 HECK GEN 81085 TOTAL FOR FUND 2: 261.32 06/06/2024 GEN 81087* JACOB PITALA DEP REFUND/APPLIED 235-000- 00 52.50 06/06/2024 GEN 81088* JANEAN SORRELL OR NICHOLAS STOWELL DEP REFUND/APPLIED 235-000- 00 78.75 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 14/19 Amount Fund: 2 GAS 06/06/2024 GEN 81091* JON OTTESON PHOTOGRAPHY Office Supplies 401-921- 08 47.19 06/06/2024 GEN 81092* JUSTIN SHIPP OR RAVEN CAMPBELL DEP REFUND/APPLIED 235-000- 00 35.00 06/06/2024 GEN 81093* KAMIA STOLTENBERG DEP REFUND/APPLIED 235-000- 00 31.50 06/06/2024 GEN 81094* KERRY O'NEILL DEP REFUND/APPLIED 235-000- 00 84.00 06/06/2024 GEN 81095* KRIS BETKER Cip - Residential 401-916- 07 650.00 Cip - Residential 401-916- 07 925.00 HECK GEN 81095 TOTAL FOR FUND 2: 1,575.00 06/06/2024 GEN 81097* KYABAH MUNOZ DEP REFUND/APPLIED 235-000- 00 63.00 06/06/2024 GEN 81099* MADISON LAWYER DEP REFUND/APPLIED 235-000- 00 28.00 06/06/2024 GEN 81100* MALLORY FUNDINGSLAD DEP REFUND/APPLIED 235-000- 00 35.00 06/06/2024 GEN 81101* MARCY FLUEGGE OR WAYNE FLUEGGE DEP REFUND/APPLIED 235-000- 00 119.00 06/06/2024 GEN 81102* MARK HAZELWOOD OR SUSAN HAZELWOOD DEP REFUND/APPLIED 235-000- 00 87.50 06/06/2024 GEN 81103* MAYNOR ANTONIO BENITEZ AGUILAR DEP REFUND/APPLIED 235-000- 00 87.50 06/06/2024 GEN 81106* MICHELLE BAILEY OR DARREL REMILY DEP REFUND/APPLIED 235-000- 00 35.00 06/06/2024 GEN 81107* MICHELLE HOLDEN DEP REFUND/APPLIED 235-000- 00 115.50 06/06/2024 GEN 81108* MOLLY KENNEDY OR CHRISTOPHER DEP REFUND/APPLIED 235-000- 00 57.75 06/06/2024 GEN 81109* NORA LICONA DEP REFUND/APPLIED 235-000- 00 91.00 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 15/19 Amount Fund: 2 GAS 06/06/2024 GEN 81110* NUVERA TELEPHONE 401-921- 08 645.23 06/06/2024 GEN 81111*4 OXYGEN SERVICE COMPANY INC Materials 401-874- 04 302.52 Materials 401-874- 04 124.71 Materials 401-874- 04 85.01 HECK GEN 81111 TOTAL FOR FUND 2: 512.24 06/06/2024 GEN 81112*4 PRO AUTO & TRANSMISSION REPAIR VEHICLES - MATERIAL -GAS 402-895- 04 87.07 06/06/2024 GEN 81113* RANDY BUBOLTZ OR SABA BUBOLTZ DEP REFUND/APPLIED 235-000- 00 157.50 06/06/2024 GEN 81114 RENEGADE ENERGY ADVISORS LLC. Line - Outside Services 401-856- 05 1, 080.00 Line - Outside Services 401-856- 05 5,032.00 CHECK GEN 81114 TOTAL FOR FUND 2: 6,112.00 06/06/2024 GEN 81116 RUNNING'S SUPPLY INC COMMUNICATION EQUIPMENT 107-370- 00 12.91 06/06/2024 GEN 811174 SENSIT TECHNOLOGIES GAS, CALIBRATION, 2.5% BY VOL.(50oLEL) 154-000- 00 180. 32 FREIGHT 401-874- 04 79.96 HECK GEN 81117 TOTAL FOR FUND 2: 260.28 06/06/2024 GEN 81118* SETH MATTISON OR LACEY MATTISON DEP REFUND/APPLIED 235-000- 00 31.50 06/06/2024 GEN 81119* SHANNON MOUDRY OR DEVON ANDERSON DEP REFUND/APPLIED 235-000- 00 119.00 06/06/2024 GEN 81121* SHRED RIGHT OFFICE SUPPLIES -SHREDDING SERVICES 401-921- 08 5.44 06/06/2024 GEN 81122 SOUTH CENTRAL ELECTRIC ASS'N UTILITIES (ELECTRIC, SATELLITE 401-856- 05 49. 00 06/06/2024 GEN 81123* STANDARD PRINTING & MAILING OFFICE SUPPLIES 401-921- 08 118.90 OFFICE SUPPLIES 401-921- 08 6.18 HECK GEN 81123 TOTAL FOR FUND 2: 125.08 06/18/2024 11:32 AM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES Page 16/19 User: JMartig CHECK DATE FROM 05/23/2024 - 06/21/2024 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Amount Fund: 2 GAS 06/06/2024 GEN 81124* STEPHANIE REIERSON OR BRIAN DEP REFUND/APPLIED 235-000- 00 31.50 06/06/2024 GEN 81125* T-MOBILE Telephone 401-921- 08 1,160.32 06/06/2024 GEN 81126* THE TITLE TEAM DEP REFUND/APPLIED 235-000- 00 192.50 06/06/2024 GEN 81130*4 TYLER HEERDT OR KARISSA HEERDT DEP REFUND/APPLIED 235-000- 00 35.00 DEPOSIT INTEREST 431-000- 08 0.78 HECK GEN 81130 TOTAL FOR FUND 2: 35.78 06/06/2024 GEN 81133* WILLIAM PRUDEN OR ASHLEY PRUDEN DEP REFUND/APPLIED 235-000- 00 38.50 06/12/2024 GEN 81137*4 ACE HARDWARE Materials 401-874- 04 9.16 Materials 402-892- 04 1.92 HECK GEN 81137 TOTAL FOR FUND 2: 11.08 06/12/2024 GEN 81138 AMANDA RETTMANN Cip - Residential 401-916- 07 350.00 06/12/2024 GEN 81140 AV8 FLIGHT SCHOOL Line - Outside Services 401-856- 05 2,896.41 06/12/2024 GEN 81142 BILL RODMAN Cip - Residential 401-916- 07 350.00 06/12/2024 GEN 811434 BORDER STATES ELECTRIC SUPPLY TAPE, TEFLON, 1/2" X 260", HIGH 154-000- 00 19. 60 BRACKET, METER MOUNTING, W/ 69" POST 154-000- 00 694.80 BRACKET, WALL MT RISER, 2", REFER TO 154-000- 00 555.60 VALVE BOX, 6" WIDTH WITH 12" BELL, 154-000- 00 948.78 PLUG, SQ HEAD, MALE THRD, 1 1/4", 154-000- 00 23.35 TAX 401-874- 04 1.34 TAX 401-874- 04 85.97 Materials 401-874- 04 65.23 Materials 401-874- 04 1.61 HECK GEN 81143 TOTAL FOR FUND 2: 2,396.28 06/12/2024 GEN 81145 BROWN COUNTY RURAL ELECTRIC Utilities (Electric, Satellite 401-856- 05 284.59 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 17/19 Amount Fund: 2 GAS 06/12/2024 GEN 81146* CARTER, JEREMY J Training - Expense 401-930- 08 106.53 06/12/2024 GEN 81147 CHRIS CARRIGAN Cip - Residential 401-916- 07 350.00 06/12/2024 GEN 81148*4 CINTAS CORPORATION 4470 UNIFORMS & LAUNDRY 401-880- 04 116. 91 06/12/2024 GEN 81150* CORY NOVOTNY Cip - Residential 401-916- 07 400.00 06/12/2024 GEN 81152* CROW RIVER FLORAL Office Supplies 401-921- 08 15.75 Office Supplies 401-921- 08 23.85 HECK GEN 81152 TOTAL FOR FUND 2: 39.60 06/12/2024 GEN 81153 CROW RIVER GLASS COMPANY Vehicles - Material 402-895- 04 654.47 06/12/2024 GEN 81154 DESIGN ELECTRIC, INC COMMUNICATION EQUIPMENT 107-370- 00 35.38 06/12/2024 GEN 811584 GOODIN COMPANY COMPOUND, PIPE JOINT, BLUE MONSTER 154-000- 00 88.86 Natural Gas Inventory 154-000- 00 0.01 Materials 402-892- 04 (25.76) CHECK GEN 81158 TOTAL FOR FUND 2: 63.11 06/12/2024 GEN 81159*4 GOPHER STATE ONE -CALL INC Materials 401-874- 04 356.40 Line - Outside Services 401-856- 05 45.90 HECK GEN 81159 TOTAL FOR FUND 2: 402.30 06/12/2024 GEN 81160* HAGER JEWELRY INC Office Supplies 401-921- 08 51.46 06/12/2024 GEN 81161 HANSEN GRAVEL INC Materials 401-874- 04 393.30 06/12/2024 GEN 81163* HEALTH PARTNERS DENTAL INSURANCE - 18% GAS 242-000- 00 993.70 HEALTH INSURANCE-18o GAS 242-000- 00 12, 925.70 HECK GEN 81163 TOTAL FOR FUND 2: 13,919.40 06/12/2024 GEN 81164* INNOVATIVE OFFICE SOLUTIONS Office Supplies 401-921- 08 29. 78 06/18/2024 11:32 AM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2024 - 06/21/2024 Payee Description Account Dept Page 18/19 Amount Fund: 2 GAS 06/12/2024 GEN 811654 IRBY 2", HDPE Anodeless Transition Riser, 107-380- 00 144.63 FREIGHT & TAX 401-874- 04 110.10 HECK GEN 81165 TOTAL FOR FUND 2: 254.73 06/12/2024 GEN 81168* JLR GARAGE DOOR SERVICE INC Grounds - Materials 401-935- 08 75.00 06/12/2024 GEN 811694 KDUZ/KARP PUBLIC AWARENESS - MATERIAL 401-874- 04 86.25 PUBLIC AWARENESS - MATERIAL 401-874- 04 86.25 Public Awareness - Material 401-856- 05 28.75 Public Awareness - Material 401-856- 05 28.75 HECK GEN 81169 TOTAL FOR FUND 2: 230.00 06/12/2024 GEN 81173* MARCO TECHNOLOGIES, LLC OFFICE SUPPLIES 401-921- 08 177.48 06/12/2024 GEN 81174 NORTHERN BORDER PIPELINE CO LINE - OUTSIDE SERVICES -INTERCONNECT 401-856- 05 2,000.00 06/12/2024 GEN 81175*4 O'REILLY AUTOMOTIVE INC Materials 401-874- 04 64.59 06/12/2024 GEN 81177* PREMIUM WATERS INC OFFICE SUPPLIES -BOTTLED WATER 401-921- 08 8.66 06/12/2024 GEN 81179* Q MARKET RESEARCH CITIZEN SURVEY 401-923- 08 3,300.00 06/12/2024 GEN 81180 KID EQUIPMENT After Market Transmission 310SG 402-895- 04 20,330.63 Power Equipment - Materials 402-895- 04 20.18 Power Equipment - Materials 402-895- 04 5,766.40 HECK GEN 81180 TOTAL FOR FUND 2: 26,117.21 06/12/2024 GEN 81183* RUNNING'S SUPPLY INC Grounds - Materials 401-935- 08 40.43 06/12/2024 GEN 81187* UNITED INFORMATION SERVICES, INC COLLECTION - MATERIALS 401-903- 06 1, 656.24 06/18/2024 11:32 AM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES Page 19/19 User: JMartig CHECK DATE FROM 05/23/2024 - 06/21/2024 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Amount Fund: 2 GAS 06/12/2024 GEN 81188* UNITED PARCEL SERVICE MAIL SERVICES - UPS, FEDEX 401-921- 08 68. 93 06/12/2024 GEN 81189 UTILITY LOGIC It Admin And Support 401-921- 08 547.65 06/12/2024 GEN 81190 VALDEZ, WILLIAM Uniforms & Laundry 401-880- 04 182.75 06/12/2024 GEN 81192*4 WEST CENTRAL SANITATION INC UTILITY ESP - WATER/WASTE 45/55- 401-930- 08 238.64 Total for fund 2 GAS 77,506.43 TOTAL - ALL FUNDS 393,234.55 '*'-INDICATES CHECK DISTRIBUTED TO MORE THAN ONE FUND '#'-INDICATES CHECK DISTRIBUTED TO MORE THAN ONE DEPARTMENT HUTCHINSON UTILITIES COMMISSION COMBINED DIVISIONS FINANCIAL REPORT FOR MAY, 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 . %Chna 2024 2023 Di . %Chna Full Yr Bud %of Bud $ 2,469,702 $ 2,514,188 $ (44,486) (1.8%) $ 15,014,885 $ 15,913,626 $ (898,741) (5.6%) $ 37,151,166 40.4% $ 272,903 $ 535,359 $ (262,456) (49.0%) $ 1,501,133 $ 2,165,987 $ (664,854) (30.7%) $ 3,681,000 40.8% $ 98,111 $ 86,424 $ 11,687 13.5% $ 763,158 $ 435,094 $ 328,064 75.4% $ 2,108,203 36.2% $ 60,383 $ 59,960 $ 424 0.7 o $ 301,917 $ 299,799 $ 2,118 0.7% $ 724,600 41.7% $ 37,435 $ 54,329 $ (16,893) (31.1%) $ 970,959 $ 223,739 $ 747,221 334.0% $ 481,893 201.5% $ 87,321 $ 74,960 $ 12,361 16.5% $ 420,178 $ 340,202 $ 79,976 23.5% $ 783,457 53.6% $ 3,025,855 $ 3,325,219 $ (299,364) (9.0%) $ 18,972,230 $ 19,378,446 $ (406,216) (2.1%) $ 44,930,319 42.2% $ 691,269 $ 614,098 $ 77,171 12.57% $ 3,330,863 $ 2,966,571 $ 364,292 12.3% $ 7,969,960 41.8% $ 1,185,816 $ 1,238,402 $ (52,586) (4.2%) $ 8,560,050 $ 9,219,651 $ (659,602) (7.2%) $ 20,379,028 42.0% $ 206,382 $ 311,544 $ (105,162) (33.8%) $ 946,166 $ 1,163,451 $ (217,285) (18.7%) $ 2,755,000 34.3% $ 19,452 $ 146,071 $ (126,619) (86.7%) $ 448,847 $ 386,192 $ 62,655 16.2% $ 1,364,260 32.9% $ 363,422 $ 377,256 $ (13,835) (3.7%) $ 1,820,204 $ 1,882,534 $ (62,330) (3.3%) $ 4,430,000 41.1% $ 222,269 $ 218,671 $ 3,598 1.6% $ 1,111,345 $ 1,093,355 $ 17,990 1.6% $ 2,667,226 41.7% $ 194,952 $ 243,141 $ (48,189) (19.8%) $ 1,345,169 $ 1,247,683 $ 97,486 7.8% $ 3,268,836 41.2% $ 58,538 $ 65,534 $ (6,996) (10.7%) $ 292,690 $ 327,669 $ (34,979) 10.7% $ 702,457 41.7% $ 2,942,099 $ 3,214,717 $ (272,618) (8.5%) $ 17,855,333 $ 18,287,107 $ (431,774) (2.4%) $ 43,536,767 41.0% $ 83,755 $ 110,501 $ (26,746) (24.2%)l 1,116,897 $ 1,091,340 $ 25,557 2.3% $ 1,393,552 80.1% May May YTD YTD 2024 2023 Change 2024 2023 Change Gross Margin %: 37.9% 35.3% 2.7% 32.7% 33.0% -0.3% Operating Income Per Revenue $ (%): 1.2% 2.0% -0.7% 0.6% 5.0% -4.4% Net Income Per Revenue $ (%): 2.8% 3.3% -0.6% 5.9% 5.6% 0.3% 3.1% Hf HUTCHINSON UTILITIES COMMISSION ELECTRIC DIVISION FINANCIAL REPORT FOR MAY, 2024 pppp kuNNNN �yg� kk gN r ��ry�� pprr� yyy o 41.7r6 0 :.Year Come . f_. P 2024 2023 Di . %Chna 2024 2023 Di %Chna Full YrBud %of Bud Electric Division Customer Revenue $ 1,881,280 $ 1,907,892 $ (26,611) (1.4%) $ 9,108,006 $ 9,215,973 $ (107,967) (1.2%) $ 24,902,363 36.6% Sales for Resale $ 272,903 $ 535,359 $ (262,456) (49.0%) $ 1,501,133 $ 2,165,987 $ (664,854) (30.7%) $ 3,681,000 40.8% Other Revenues $ 14,101 $ 25,155 $ (11,054) (43.9%) $ 91,744 $ 88,984 $ 2,759 3.1% $ 188,770 48.6% Interest Income $ 45,055 $ 38,874 $ 6,181 15.9% $ 217,059 $ 177,071 $ 39,988 22.6% $ 408,457 53.1% TOTAL REVENUES $ 2,213,339 $ 2,507,280 $ (293,941) (11.7%) $ 10,917,942 $ 11,648,015 $ (730,074) (6.3%) $ 29,180,590 37.4% Salaries & Benefits $ 506,865 $ 472,100 $ 34,765 7.4% $ 2,463,205 $ 2,253,139 $ 210,066 9.3% $ 5,777,096 42.6% Purchased Power $ 896,045 $ 884,171 $ 11,874 1.3% $ 4,546,301 $ 4,969,822 $ (423,521) (8.5%) $ 12,638,152 36.0% Transmission $ 206,382 $ 311,544 $ (105,162) (33.8%) $ 946,166 $ 1,163,451 $ (217,285) (18.7%) $ 2,755,000 34.3% Generator Fuel/Chem. $ 19,452 $ 146,071 $ (126,619) (86.7%) $ 448,847 $ 386,192 $ 62,655 16.2% $ 1,364,260 32.9% Depreciation $ 270,957 $ 285,706 $ (14,748) (5.2%) $ 1,356,692 $ 1,428,229 $ (71,537) (5.0%) $ 3,330,000 40.7% Transfers (Elect./City) $ 172,534 $ 169,911 $ 2,623 1.5% $ 862,668 $ 849,555 $ 13,113 1.5% $ 2,070,402 41.7% Operating Expense $ 118,929 $ 163,883 $ (44,954) (27.4%) $ 915,235 $ 905,989 $ 9,246 1.0% $ 2,111,928 43.3% Debt Interest $ 35,305 $ 37,738 $ (2,433) (6.4%) $ 176,523 $ 188,690 $ (12,167) JLILI $ 423,657 41.7% TOTAL EXPENSES $ 2,226,469 $ 2,471,124 $ (244,655) (9.9%) $ 11,715,637 $ 12,145,068 $ (429,430) (3.5%) $ 30,470,495 38.4% NET PROFIT/(LOSS) $ (13,130) $ 36,156 $ (49,286) (136.3%) $ (797,696) $ (497,052) $ (300,643) 60.5% $ (1,289,905) 61.8% 0 ,41.7r6 of :::Year Comp. p 2024 2023 Di . %Chna 2024 2023 Di %Chna Full YrBud %of Bud Electric Division Residential 3,762,341 4,013,113 (250,772) (6.25%) 19,590,333 20,407,665 (817,332) (4.01%) 54,084,350 36.2% All Electric 106,005 121,446 (15,441) (12.71%) 1,062,788 1,254,582 (191,794) (15.29%) 2,585,300 41.1% Small General 1,317,161 1,444,305 (127,144) (8.80%) 6,920,352 7,412,467 (492,115) (6.64%) 18,348,996 37.7% Large General 6,357,040 6,690,080 (333,040) (4.98%) 29,865,243 31,165,140 (1,299,897) (4.17%) 83,540,973 35.7% Industrial 9,541,000 10,104,000 (563,000) (5.57%) 44,171,000 42,521,000 1,650,000 3.88% 113,841,379 38.8% Total KWH Sold 21,083,547 22,372,944 (1,289,397) (5.76%) 101,609,716 102,760,854 (1,151,138) (1.12%) 272,400,998 37.3% May May YTD YTD 2024 HUC 2024 2023 Change 2024 2023 Change Budget Target Gross Margin %: 30.9% 30.6% 0.3% 27.2% 27.3% -0.1% 27.1% Operating Income Per Revenue $ (%): -1.1% 0.9% -2.0% -8.1% -4.5% -3.6% -4.6% Net Income Per Revenue $ (%): -0.6% 1.4% -2.0% -7.3% -4.3% -3.0% -4.4% Customer Revenue per KWH: $0.0892 $0.0853 $0.0040 $0.0896 $0.0897 $0.0000 $0.0914 $0.0914 Total Power Supply Exp. per KWH: $0.0710 $0.0762 -$0.0051 $0.0765 $0.0809 -$0.0045 $0.0769 Notes/Graphs: Net Loss increased by $49,286 over May 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 May 2024. Transmission expenses were also down with a lower peak compared to May 2023. Usage was down in large part due to half as many cooling degree days in May 2024 compared to prior year. Sales for Resale of $272,903 consisted of $20,653 in market sales, $98,000 in capacity sales to Rice Lake, and $146,250 in capacity sales to AEP. May 2023 Sales for Resale of $535,359 included $58,252 in market sales, $98,000 in capacity sales to Rice Lake, $146,250 in capacity sales to AEP and $232,857 in tolling sales to Dynasty Power. May 2022 Sales for Resale of $318,931 consisted of $74,681 in market sales, $98,000 in capacity sales to Rice Lake, and $146,250 in capacity sales to AEP. Overall Purchased Power increased by $11,874. MRES purchases increased by $24,794 and market purchases/MISO costs decreased by $12,920. The average cost of MISO power was $20.61/mwh (2,765 mwh's purchased), compared to $21.82/mwh (5,771 mwh's purchased) in May 2023. There was no Power Cost Adjustment for May 2024 and also $0 YTD. There was no Power Cost Adjustment for May 2023 and $305,137 YTD. HUTCHINSON UTILITIES COMMISSION GAS DIVISION FINANCIAL REPORT FOR MAY, 2024 II QQQ �IJ� �IJ QQQ ��y�y ,Y l' QQQQ o 2024 2023 Di . %Chna 2024 2023 Di %Chna Full YrBud %of Bud Gas Division Customer Revenue $ 588,421 $ 606,296 $ (17,875) (2.9%) $ 5,906,879 $ 6,697,653 $ (790,774) (11.8%) $ 12,248,803 48.2% Transportation $ 98,111 $ 86,424 $ 11,687 13.5% $ 763,158 $ 435,094 $ 328,064 75.4% $ 2,108,203 36.2% Electric Div. Transfer $ 60,383 $ 59,960 $ 424 0.7% $ 301,917 $ 299,799 $ 2,118 0.7% $ 724,600 41.7% Other Revenues $ 23,334 $ 29,174 $ (5,840) (20.0%) $ 879,216 $ 134,754 $ 744,461 552.5% $ 293,123 299.9% Interest Income $ 42,266 $ 36,086 $ 6,181 17.1% $ 203,119 $ 163,131 $ 39,988 24.5% $ 375,000 54.2% TOTAL REVENUES $ 812,516 $ 817,939 $ (5,423) (0.7%) $ 8,054,288 $ 7,730,431 $ 323,857 4.2% $ 15,749,729 51.1% Salaries & Benefits $ 184,404 $ 141,998 $ 42,406 29.9% $ 867,658 $ 713,431 $ 154,227 21.6% $ 2,192,864 39.6% Purchased Gas $ 289,771 $ 354,230 $ (64,460) (18.2%) $ 4,013,749 $ 4,249,830 $ (236,081) (5.6%) $ 7,740,876 51.9% Operating Expense $ 76,023 $ 79,258 $ (3,235) (4.1%) $ 429,933 $ 341,693 $ 88,240 25.8% $ 1,156,908 37.2% Depreciation $ 92,464 $ 91,551 $ 914 1.0% $ 463,512 $ 454,305 $ 9,207 2.0% $ 1,100,000 42.1% Transfers (City) $ 49,735 $ 48,760 $ 975 2.0% $ 248,677 $ 243,801 $ 4,876 2.0% $ 596,824 41.7% Debt Interest $ 23,233 $ 27,796 $ (4,563) 0.0% $ 116,167 $ 138,979 $ (22,813) 16.4% $ 278,800 41.7% TOTAL EXPENSES $ 715,631 $ 743,593 $ (27,963) (3.8%) $ 6,139,696 $ 6,142,039 $ (2,343) (0.0%) $ 13,066,272 47.0% NET PROFIT/(LOSS) $ 96,885 $ 74,345 $ 22,540 30.3%1 1,914,592 $ 1,588,392 $ 326,200 20.5% $ 2,683,457 71.3% i II 41.70 of Year Comp. � 2024 2023 Di %Chnq I 2024 2023 Di %Chnq I Full YrBud %of Bud Gas Division Residential 10,447,071 Commercial 10,862,725 Industrial 49,327,407 11,274,469 10,807,089 54,246,037 (827,398) 55,636 (4,918,630) (7.34%) 0.51% (9.07%) 214,515,663 153,707,166 366,657,916 254,320,149 185,631,838 402,292,325 (39,804,486) (31,924,672) (35,634,409) (15.65%) (17.20%) (8.86%) 450,091,000 350,477,000 908,618,000 47.7% 43.9% 40.4% Total CF Sold 70,637,203 76,327,595 (5,690,392) (7.46%) 734,880,745 842,244,312 (107,363,567) (12.75%) 1,709,186,000 43.0% May May YTD YTD 2024 HUC 2024 2023 Change 2024 2023 Change Budget Target Gross Margin %: 58.2% 50.4% 7.8% 41.1% 41.8% -0.7% 46.0% Operating Income Per Revenue $ (%): 7.9% 5.4% 2.5% 13.9% 19.5% -5.6% 15.5% IIIIIIIIIIIIIIIIIIIIII Net Income Per Revenue $ (%): 11.9% 9.1% 2.8% 23.8% 20.5% 3.2% 17.0% IIIIIIIIIIIIIIIIIIIIII Contracted Customer Rev. per CF: $0.0058 $0.0056 $0.0002 $0.0071 $0.0067 $0.0005 $0.0060 Customer Revenue per CF: $0.0134 $0.0129 $0.0005 $0.0089 $0.0090 -$0.0001 $0.0083 Total N.G. Supply Exp. per CF: $0.0044 $0.0049 ($0.0005) $0.0056 $0.0052 $0.0005 $0.0048 $0.0048 Notes/Graphs: May Net Income increased by $22,540 despite decreased customer revenues due mostly to lower purchased gas costs. Salaries and benefits are up compared to a year ago due to being fully staffed with two extra employees compared to May 2023. There was no FCA for May 2024 with $150,146 YTD credits. There was no FCA for May 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 MAY31, 2024 Electric Gas Total Division Division 2024 3, 553, 620.72 12,178, 943.96 680.00 170.00 2,750,000.00 700,000.00 1,345,802.00 596,824.00 398,808.13 - - 583,207.88 800,000.00 200,000.00 591, 828.12 - - 1,086,900.00 1,183,656.00 2,072,000.00 10, 624, 394.97 17, 418, 045.84 2,050,001.90 544,841.96 70,706.31 70,706.32 2,120,708.21 615,548.28 1,986,926.59 566,749.86 441,820.63 252,251.06 351,050.66 - 741,556.00 - - 247,185.00 3,521,353.88 1,066,185.92 16, 266, 457.06 19, 099, 780.04 690,368.40 3,899,918.60 113,788,834.77 43,426,992.03 (71,657,952.11) (21,809,989.53) 2,106, 312.75 1,195, 575.14 44, 927, 563.81 26, 712, 496.24 15,732,564.68 850.00 3,450,000.00 1,942,626.00 398,808.13 583,207.88 1,000,000.00 591, 828.12 1,086,900.00 3,255,656.00 28,042,440.81 2,594,843.86 141,412.63 2,736,256.49 2,553,676.45 694,071.69 351,050.66 741,556.00 247,185.00 4,587,539.80 35,366,237.10 4,590,287.00 157,215,826.80 (93,467,941.64) 3,301,887.89 71,640,060.05 Total Net Change 2023 Total (YTD) 15,902,623.49 (170,058.81) 850.00 - 3,450,000.00 1,904,536.00 38,090.00 739,200.24 (340,392.11) 557,142.59 26,065.29 1,000,000.00 - 1,064,999.98 (473,171.86) 912, 500.02 174, 399.98 2,711,029.66 544,626.34 28,242,881.98 (200,441.17) 3,229,751.77 (634,907.91) 118,283.99 23,128.64 3,348,035.76 (611,779.27) 2,255,592.82 298,083.63 224,486.85 469,584.84 259,176.20 91,874.46 1,221,397.00 (479,841.00) 407,133.00 (159,948.00) 4,367,785.87 219,753.93 35,958,703.61 (592,466.51) 4,590,287.00 - 155,832,566.99 1,383,259.81 (89,108,879.12) (4,359,062.52) 1,254,425.31 2,047,462.58 72,568,400.18 (928,340.13) Total Assets 61,194,020.87 45,812,276.28 107,006,297.15 108,527,103.79 (1,520,806.64) 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 MAY31, 2024 Electric Gas Total Division Division 2024 730,000.00 19, 546.00 2,286,681.92 120,926.58 3,157,154.50 12,570,000.00 451,668.96 2,776,372.00 64,096.00 527,144.22 121, 598.92 998,815.00 17,509,695.10 1,825,000.00 185,608.32 474,511.36 46,252.81 2,531,372.49 4,130,000.00 278,412.11 925,458.00 21,365.00 191,450.10 32, 321.13 332,938.00 5,911,944.34 40,527,171.27 37,368,959.45 40,527,171.27 37,368,959.45 2,555,000.00 185,608.32 19, 546.00 2,761,193.28 167,179.39 5,688,526.99 12,570,000.00 4,130,000.00 730,081.07 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 23,421,639.44 Total 2023 700,000.00 185,608.32 2,787,948.00 122,861.04 3,796,417.36 13,330,000.00 7,780,000.00 949,146.35 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 28,496,606.23 77,896,130.72 76,234,080.20 77,896,130.72 76,234,080.20 Net Change Total (YTD) 1,855,000.00 19, 546.00 (26,754.72) 44,318.35 1,892,109.63 (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) 1,662,050.52 1,662,050.52 Total Liabilities and Net Position 61,194,020.87 45,812,276.28 107,006,297.15 108,527,103.79 (1,520,806.64) Hutchinson Utilities Commission Cash -Designations Report, Combined 5/31/2024 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest May 2024 April 2024 Position Savings, Checking, Investments varies varies varies 28,042,440.81 28,761,309.20 (718,868.39) Total Operating Funds 28,042,440.81 28,761,309.20 (718,868.39) 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) 1,678,728.12 1,398,940.10 279,788.02 3,255,656.00 3,255,656.00 - 4,934,384.12 4,654,596.10 279,788.02 6,631,467.17 6,631,467.17 - 982,016.01 840,891.68 141,124.33 1,942,626.00 1,942,626.00 - 1, 000, 000.00 1, 000, 000.00 3,450,000.00 3,450,000.00 - 14,006,109.18 13,864,984.85 141,124.33 YE YE YE YE YTD HUC 2020 2021 2022 2023 2024 Target Debt to Asset 32.3% 30.8% 31.4% 28.6% 27.2% Current Ratio 5.67 5.22 4.47 4.48 5.19 RONA 3.62% 0.41% -1.38% 1.96% 1.17% Change in Cash Balance (From 12131114 to 513112024) Month End Electric Elec. Change Natural Gas Gas Change Total Total Change 5/31/2024 10, 624, 395 17, 418, 046 28, 042, 441 12/31/2023 12,158,338 (1,533,943) 15,622,242 1,795,804 27,780,580 261,861 12/31/2022 11,633,212 525,126 15,450,554 171,688 27,083,766 958,675 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 5/31/2024 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest May 2024 April 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 Operating Reserve Rate Stabalization Funds PILOT Funds Catastrophic Funds Capital Reserves Total Designated Funds varies 28,042,440.81 28,761,309.20 (718,868.39) 28,042,440.81 28,761,309.20 (718,868.39) Min 60 days of 2024 Operating Bud. $400 K-$1.2 K Charter (Formula Only) Risk Mitigation Amount 5 Year CIP (2024-2028 Fleet & Infrastructure Maintenance) 591,828.12 493,190.10 98,638.02 1,183,656.00 1,183,656.00 - 1,775,484.12 1,676,846.10 98,638.02 4,593,259.83 4,593,259.83 - 398,808.13 313,675.94 85,132.19 1,345,802.00 1,345,802.00 - 800,000.00 800,000.00 2,750,000.00 2,750,000.00 - 9,887,869.96 9,802,737.77 85,132.19 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% 33.8% 39.8% Current Ratio 6.18 5.70 4.96 4.35 4.36 3.75 RONA 2.5% -1.2% -4.2% -0.9% -1.4% NA >0% Notes/Graphs: Hutchinson Utilities Commission Cash -Designations Report, Gas 5/31/2024 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest May 2024 April 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 28,042,440.81 28,761,309.20 (718,868.39) 28,042,440.81 28,761,309.20 (718,868.39) Min 60 days of 2024 Operating Bud. $200K-$600K Charter (Formula Only) Risk Mitigation Amount 5 Year CIP (2024-2028 Fleet & Infrastructure Maintenance) 1,086,900.00 905,750.00 181,150.00 2,072,000.00 2,072,000.00 - 3,158,900.00 2,977,750.00 181,150.00 2,038,207.33 2,038,207.33 - 583,207.88 527,215.74 55,992.14 596,824.00 596,824.00 - 200,000.00 200,000.00 700,000.00 700,000.00 - 4,118,239.21 4,062,247.07 55,992.14 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% 18.4% 35%-50% Current Ratio 5.18 4.79 4.06 4.61 6.20 1.0-3.0 RONA 5.3% 2.9% 3.0% 6.2% 4.8% 2%-5% Notes/Graphs: HUTCHINSON UTILITIES COMMISSION Investment Report For the Month Ended May 31, 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 4.870% 4.870% NA NA - 44,490.91 - - - N/A Wells Fargo FFCB 4.250% 4.250% 12/20/2022 12/20/2024 1,000,000.00 994,560.00 1,000,000.00 (5,440.00) - N/A Wells Fargo FFCB 4.000% 4.000% 04/10/2023 03/10/2025 580,000.00 574,733.60 580,000.00 (5,266.40) - N/A Wells Fargo FHLB 5.000% 5.000% 05/31/2023 11/26/2025 1,000,000.00 995,050.00 1,000,681.44 (5,631.44) 681.44 08/26/2024 Wells Fargo FHLB 0.750% 0.587% 01/29/2021 01/29/2026 295,000.00 275,860.40 295,000.00 (19,139.60) - 07/29/2024 Wells Fargo FHLB 0.750% 0.525% 02/09/2021 02/09/2026 470,000.00 438,138.70 470,000.00 (31,861.30) - 08/09/2024 Wells Fargo FHLB 1.000% 1.432% 04/29/2021 04/29/2026 400,000.00 382,444.00 400,000.00 (17,556.00) - 08/29/2024 Wells Fargo FHLB 0.750% 1.069% 06/30/2021 06/30/2026 300,000.00 279,288.00 300,000.00 (20,712.00) - 06/30/2024 Wells Fargo FHLB 0.900% 1.281% 09/30/2021 09/30/2026 250,000.00 232,310.00 250,000.00 (17,690.00) - 06/30/2024 Wells Fargo FHLB 1.115% 4.179% 01/10/2024 02/26/2027 575,000.00 521,019.00 526,218.41 (5,199.41) (48,781.59) 08/26/2024 Wells Fargo FFCB 1.000% 3.884% 02/02/2024 05/18/2027 1,100,000.00 986,062.00 1,005,028.11 (18,966.11) (94,971.89) Anytime Wells Fargo FHLB 4.500% 4.649% 04/14/2024 03/10/2028 305,000.00 304,905.45 304,819.43 86.02 (180.57) N/A Wells Fargo CD's 2.800% 2.800% 06/17/2022 06/17/2024 245,000.00 244,708.45 245,000.00 (291.55) - N/A Wells Fargo CD's 0.550% 0.550% 08/02/2021 08/05/2024 245,000.00 242,878.30 245,000.00 (2,121.70) - N/A Wells Fargo CD's 4.800% 4.800% 11/16/2022 11/15/2024 245,000.00 244,345.85 245,000.00 (654.15) - N/A Wells Fargo CD's 1.100% 1.100% 01/31/2022 01/31/2025 245,000.00 238,208.60 245,000.00 (6,791.40) - 07/31/2024 Wells Fargo CD's 1.600% 1.600% 02/23/2022 02/24/2025 245,000.00 238,465.85 245,000.00 (6,534.15) - N/A Wells Fargo CD's 4.650% 4.650% 04/12/2023 04/07/2025 245,000.00 243,574.10 245,000.00 (1,425.90) - N/A Wells Fargo CD's 4.650% 4.650% 40/14/2023 04/14/2025 245,000.00 243,561.85 245,000.00 (1,438.15) - N/A Wells Fargo CD's 3.100% 3.100% 06/15/2022 06/16/2025 245,000.00 239,590.40 245,000.00 (5,409.60) - N/A Wells Fargo CD's 3.100% 3.100% 06/15/2022 06/16/2025 245,000.00 239,590.40 245,000.00 (5,409.60) - N/A Wells Fargo CD's 3.300% 3.300% 08/26/2022 08/26/2025 245,000.00 239,293.95 245,000.00 (5,706.05) - N/A Wells Fargo CD's 1.000% 1.000% 05/19/2021 05/19/2026 245,000.00 226,453.50 245,000.00 (18,546.50) - N/A Wells Fargo CD's 1.000% 1.000% 07/28/2021 07/28/2026 245,000.00 224,669.90 245,000.00 (20,330.10) - N/A Wells Fargo CD's 1.050% 1.050% 08/08/2021 08/25/2026 238,000.00 218,236.48 238,000.00 (19,763.52) - N/A Wells Fargo CD's 4.500% 4.500% 12/20/2023 12/21/2026 245,000.00 242,295.20 245,000.00 (2,704.80) - N/A Wells Fargo CD's 1.000% 1.207% 07/31/2021 07/13/2028 245,000.00 213,818.85 245,000.00 (31,181.15) 06/13/2024 Broker Total 49.8% 9,943,000.00 9,568,553.74 9,799,747.39 (275,684.56) (143,252.61) Cetera Investment Services Money Market 0.600% 0.600% N/A N/A - 6,774.20 - - - N/A Cetera Investment Services Municipal Bonds 5.742% 3.658% 04/11/2019 08/01/2024 100,000.00 100,019.00 109,960.00 (9,941.00) 9,960.00 N/A Cetera Investment Services Municipal Bonds 5.000% 4.253% 02/09/2023 08/15/2024 270,000.00 269,821.80 279,454.50 (9,632.70) 9,454.50 N/A Cetera Investment Services Municipal Bonds 2.400% 2.908% 08/05/2022 08/15/2024 50,000.00 49,663.00 50,070.17 (407.17) 70.17 N/A Cetera Investment Services Municipal Bonds 2.402% 2.926% 08/05/2022 10/01/2024 125,000.00 123,736.25 124,674.19 (937.94) (325.81) N/A Cetera Investment Services Municipal Bonds 2.033% 4.794% 06/05/2023 10/01/2024 85,000.00 84,073.50 82,332.21 1,741.29 (2,667.79) Make -Whole Call Cetera Investment Services Municipal Bonds 5.200% 4.710% 02/21/2023 11/01/2024 30,000.00 29,923.20 30,711.27 (788.07) 711.27 N/A Cetera Investment Services Municipal Bonds 4.000% 4.689% 05/19/2023 12/01/2024 50,000.00 49,666.50 50,428.33 (761.83) 428.33 N/A Cetera Investment Services Municipal Bonds 2.528% 1.918% 01/13/2020 12/01/2024 100,000.00 98,547.00 102,999.53 (4,452.53) 2,999.53 N/A Cetera Investment Services Municipal Bonds 1.319% 4.407% 09/26/2022 12/01/2024 50,000.00 49,025.00 47,238.35 1,786.65 (2,761.65) N/A Cetera Investment Services Municipal Bonds 3.922% 3.429% 12/20/2018 12/01/2024 204,000.00 202,592.40 208,181.10 (5,588.70) 4,181.10 N/A Cetera Investment Services Municipal Bonds 3.375% 4.693% 06/05/2023 03/01/2025 260,000.00 256,076.60 256,618.05 (541.45) (3,381.95) Make -Whole Call Cetera Investment Services Municipal Bonds 2.092% 4.793% 08/04/2023 05/01/2025 190,000.00 184,699.00 182,543.32 2,155.68 (7,456.68) NA Cetera Investment Services Municipal Bonds 4.415% 4.516% 02/21/2023 05/01/2025 60,000.00 59,496.60 59,907.79 (411.19) (92.21) N/A Cetera Investment Services Municipal Bonds 4.400% 3.221% 04/11/2019 07/01/2025 500,000.00 492,525.00 539,101.11 (46,576.11) 39,101.11 07/01/2024 Cetera Investment Services Municipal Bonds 0.824% 4.678% 01/09/2023 08/01/2025 100,000.00 95,162.00 91,160.64 4,001.36 (8,839.36) N/A Cetera Investment Services Municipal Bonds 5.640% 3.007% 04/18/2019 08/15/2025 205,000.00 191,285.50 169,737.95 21,547.55 (35,262.05) N/A Cetera Investment Services Municipal Bonds 3.743% 2.740% 04/18/2019 09/15/2025 215,000.00 211,151.50 228,334.53 (17,183.03) 13,334.53 N/A Cetera Investment Services Municipal Bonds 3.379% 1.934% 08/19/2019 10/01/2025 310,000.00 301,946.20 339,739.18 (37,792.98) 29,739.18 N/A Cetera Investment Services Municipal Bonds 2.727% 2.271% 03/03/2022 12/01/2025 335,000.00 319,325.35 342,781.72 (23,456.37) 7,781.72 N/A Cetera Investment Services Municipal Bonds 5.600% 1.186% 07/28/2020 12/01/2025 45,000.00 45,252.45 55,250.55 (9,998.10) 10,250.55 N/A Cetera Investment Services Municipal Bonds 4.250% 3.258% 04/11/2019 01/01/2026 500,000.00 489,815.00 529,769.03 (39,954.03) 29,769.03 N/A Cetera Investment Services Municipal Bonds 2.420% 1.175% 10/06/2020 03/01/2026 100,000.00 94,970.00 106,734.28 (11,764.28) 6,734.28 N/A Cetera Investment Services Municipal Bonds 3.000% 5.017% 11/17/2023 04/01/2026 135,000.00 130,049.55 129,493.80 555.75 (5,506.20) N/A Cetera Investment Services Municipal Bonds 1.609% 1.124% 09/24/2020 04/01/2026 285,000.00 265,862.25 292,370.10 (26,507.85) 7,370.10 N/A Cetera Investment Services Municipal Bonds 6.690% 3.356% 04/18/2019 04/15/2026 60,000.00 54,140.40 47,545.20 6,595.20 (12,454.80) N/A Cetera Investment Services Municipal Bonds 5.900% 1.451% 07/28/2020 06/15/2026 75,000.00 76,029.00 93,741.75 (17,712.75) 18,741.75 N/A Cetera Investment Services Municipal Bonds 0.000% 1.415% 08/13/2020 07/01/2026 100,000.00 89,063.00 92,037.00 (2,974.00) (7,963.00) N/A Cetera Investment Services Municipal Bonds 3.250% 2.903% 04/18/2019 08/01/2026 500,000.00 478,850.00 514,790.69 (35,940.69) 14,790.69 N/A Cetera Investment Services Municipal Bonds 2.116% 3.307% 06/07/2022 08/01/2026 75,000.00 70,685.25 71,565.00 (879.75) (3,435.00) N/A Cetera Investment Services Municipal Bonds 2.150% 2.203% 07/01/2019 12/01/2026 40,000.00 37,559.60 40,150.64 (2,591.04) 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 225,000.00 208,694.25 231,696.00 (23,001.75) 6,696.00 N/A Cetera Investment Services Municipal Bonds 4.588% 4.698% 05/08/2024 10/01/2026 100,000.00 99,357.00 100,221.54 (864.54) 221.54 N/A Cetera Investment Services Municipal Bonds 2.375% 1.816% 09/04/2019 12/01/2026 90,000.00 84,475.80 93,395.70 (8,919.90) 3,395.70 N/A Cetera Investment Services Municipal Bonds 2.350% 2.191% 07/01/2019 12/01/2026 500,000.00 468,615.00 505,385.00 (36,770.00) 5,385.00 N/A Cetera Investment Services Municipal Bonds 3.000% 1.991% 08/19/2019 02/01/2027 50,000.00 47,499.00 53,551.00 (6,052.00) 3,551.00 N/A Cetera Investment Services Municipal Bonds 5.000% 4.218% 03/28/2024 02/15/2027 270,000.00 271, 123.20 277,271.70 (6,148.50) 7,271.70 N/A Cetera Investment Services Municipal Bonds 3.150% 2.034% 08/19/2019 03/15/2027 100:000.00 95:282.00 109,138.50 (13,856.50) 9,138.50 N/A Cetera Investment Services Municipal Bonds 3.332% 3.120% 04/1 8/201 9 04/15/2027 500,000.00 479,535.00 507,783.94 (28,248.94) 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 54,224.50 60,986.48 (6,761.98) 5,986.48 05/01/2025 Cetera Investment Services Municipal Bonds 5.981% 4.910% 11/20/2023 05/01/2027 120,000.00 121,260.00 126,798.40 (5,538.40) 6,798.40 N/A Cetera Investment Services Municipal Bonds 3.553% 2.289% 08/19/2019 05/01/2027 55,000.00 52,860.50 60,468.04 (7,607.54) 5,468.04 05/01/2026 Cetera Investment Services Municipal Bonds 3.230% 1.828% 08/1 9/201 9 05/15/2027 145,000.00 138,316.95 160,827.31 (22,510.36) 15,827.31 N/A Cetera Investment Services Municipal Bonds 1.925% 1.719% 11/23/2021 06/01/2027 310,000.00 282,013.20 313,447.46 (31,434.26) 3,447.46 Make -Whole Call Cetera Investment Services Municipal Bonds 1.861% 1.254% 06/07/2021 07/01/2027 410,000.00 374:280.80 412,336.71 (38,055.91) 2,336.71 N/A Cetera Investment Services Municipal Bonds 3.000% 3.101% 05/18/2020 09/01/2027 65,000.00 62,020.40 69,180.58 (7,160.18) 4,180.58 09/01/2025 Cetera Investment Services Municipal Bonds 2.817% 2.817% 09/25/2019 10/01/2027 35,000.00 29,499.40 27,969.55 1,529.85 (7,030.45) 05/01/2025 Cetera Investment Services Municipal Bonds 1.415% 1.793% 11/23/2021 03/01/2028 100,000.00 88,827.00 98,088.31 (9,261.31) (1,911.69) N/A Cetera Investment Services Municipal Bonds 3.270% 2.141% 08/19/2019 03/15/2028 155:000.00 146,905.90 170,805.09 (23,899.19) 15,805.09 09/15/2027 Cetera Investment Services Municipal Bonds 2.974% 2.574% 11/07/2019 04/01/2028 75,000.00 69,084.00 77,253.00 (8,169.00) 2,253.00 N/A Cetera Investment Services Municipal Bonds 2.125% 1.904% 11/23/2021 06/01/2028 110,000.00 98,212.40 111,525.06 (13,312.66) 1,525.06 N/A Cetera Investment Services Municipal Bonds 2.547% 1.240% 08/10/2021 07/01/2028 125,000.00 114,878.75 136,101.16 (21,222.41) 11,101.16 N/A Cetera Investment Services Municipal Bonds 3.140% 2.004% OS/19/2019 08/01/2028 500,000.00 466,855.00 547,105.00 (80,250.00) 47,105.00 08/01/2027 Cetera Investment Services Municipal Bonds 3.000% 2.199% 05/19/2020 08/15/2028 90,000.00 84,827.70 95,401.80 (10,574.10) 5,401.80 08/15/2025 Cetera Investment Services Municipal Bonds 1.692% 1.813% 11/24/2021 10/01/2028 180,000.00 158,022.00 179,18%4 (21, 166.74) (811.26) N/A Cetera Investment Services Municipal Bonds 3.000% 1.942% 08/19/2019 06/01/2029 115:000.00 106:240.45 125:961.80 (19:721.35) 10,961.80 N/A Cetera Investment Services Municipal Bonds 5.295% 4.363% 02/08/2024 10/01/2029 175,000.00 177,292.50 186,348.68 (9,056.18) 11,348.68 N/A Cetera Investment Services Municipal Bonds 4.000% 3.214% 03/22/2021 09/01/2031 60,000.00 56,666.40 64,292.00 (7,625.60) 4,292.00 09/01/2024 Cetera Investment Services Municipal Bonds 3.500% 2.699% 11/23/2021 02/01/2033 50:000.00 48:446.50 54:390.44 (5:94194) 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 71,875.50 79,860.31 (7,984.81) 4,860.31 02/01/2025 Cetera Investment Services Municipal Bonds 3.125% 2.303% 11/23/2021 10/01/2034 50,000.00 46,054.50 54,773.69 (8,719.19) 4,773.69 04/01/2027 Cetera Investment Services Municipal Bonds 3.125% 2.456% 11/23/2021 OZ01/2035 50,000.00 45,721.00 54,236.11 (8,515.11) 4,236.11 OZ01/2026 Broker Total 50.2% 10,094,000.00 9,656,752.70 10,415,211.08 (765,232.58) 321,211.08 TOTAL INVESTMENTS 100.0% 5/31/2024 % of 4/30/2024 % of Monthly Maturity Current Value % Product Type Total Value Total Total Value Total Change Lessthan 1year $4,873,641.56 25.4% MH Money Market $51,265.11 0.3% $37,881.16 0.2% $13,383.95 1 - 2 years 5,727,906.55 29.8% CD's 4,365,616.13 22.7% 4,356,976.07 22.8% 8,640.06 2-3years 5,577,310.63 29.0% Government Bonds 5,158,446.70 26.8% 5,138,291.75 26.9% 20,154.95 3-4years 1,357,536.15 7.1% .. Municipal Bonds 9,649,978.50 50.2% 9,579,119.00 50.1% 70,859.50 4-5years 1,136,614.70 5.9% TOTAL $19 225 306.44 100.0% $19 112 267.98 100.0% $113 038.46 5+ years 552,296.85 2.9 % TOTAL $19,225,306.44 100.0% Municipal Bonds Money Market CD's $6,000,000.00 •.., $5 727 907„ 50.2% „ $5,000,000.00 ,,.,, $4,873,642...... $3,000,000.00 .- ------ ------ _. ___ ___. $2,000,000.00 ,... ... .. ,_.. .... ... .... ..,. $1,357,536 $1,136,615 $1,000,000.00 �� ' $552,297 .�.. .... $0.00'' ..... .... ..... ..... .... .... Less than 1-2years 2-3years 3-4years 4-5years 5+years year Government Bonds 26.8% ELECTRIC DIVISION Operating Revenue May 2024 CLASS AMOUNT KWH /KWH Street Lights $20.60 378 $0.05450 Electric Residential Service $418,596.76 3,762,341 $0.11126 All Electric Residential Service $13,302.48 106,005 $0.12549 Electric Small General Service $137,458.62 1,317,161 $0.10436 Electric Large General Service $802,523.36 6,357,040 $0.12624 Electric Large Industrial Service $509,378.58 9,541,000 $0.05339 Total $1,881,280.40 21,083,925 $0.08923 Power Adjustment $0.00000 Rate Without Power Adjustment $0.08923 Electric Division Year -to -Date M2024 $A--t 02023 $A--t ■2024 KWH110 02023 KWH110 14,000,000 12,000,000 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000 0 ,I IIWIIWIIu mmrmn--i.a--i i IIWIIWIIII I IIWIIWIIII I i IIWIIWIIu I i IIWIIWIIII Street Lights Residential All Elec. Small Gen. Large Gen. Large For Resale Resid. Srv. Srv. Industrial NOTE: Sales for resale includes capacity sales and energy for resale Total NATURAL GAS DIVISION Operating Revenue MAY 2024 CLASS AMOUNT MCF /$ MCF Residential $167,117.41 10,447 $15.99669 Commercial $127,983.98 10,863 $11.78164 Large Industrial $17,044.55 1,930 $8.83137 Large Industrial Contracts $276,275.40 47,397 $5.82896 Total $588,421.34 70,637 $8.33021 Fuel Adjustment $0.00000 Rate Without Fuel Adjustment $8.33021 Natural Gas Division Year -to -Date ® 2024 $ Amount 0 2023 $ Amount ■ 2024 MCF 13 2023 MCF 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 Gas Residential Gas Commercial Large Industrial Large Industrial Total Contracts Monthly Report - Hutchinson Utilities Commission Year 2024 Month 05 - May •• Annual Report? Yes 4, No Hutchinson Utilities Commission Minimum duration Maximum duration Top-level Cause Substation Circuit Remove Major Events? Use APPA Event threshol IEEE 1366 Statistics Metric May 2024 May 2023 SAIDI 4.673 None SAIFI 0.161 None CAI DI 29 None ASAI 99.9891 % 100% Momentary Interruptions 0 0 Sustained Interruptions 1 0 Circuit Ranking - Worst Performing Ranked by Outage Count Circuit Substation Ranked by Customer Interruptions Circuit Substation Ranked by Customer Minutes of Duration Circuit Substation Number of Outages Customer Interruptions Customer Minutes of Duration Historical Monthly SAIDI Chart 20 15 W11 5 u Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May 2023 2023 2023 2023 2023 2023 2023 2024 2024 2024 2024 2024 Historical Monthly SAIFI Chart 0.40 Mo thly 0.35 .......� .... �� , �,��. ��, �� „��, � Average 0.30 ....................... 0.25 ..................... �; ......... 0.15 ....... ... 0.10 0.05 ....... ........ w........ .,.....;� � ...... 1 ....... 0.001, Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May 2023 2023 2023 2023 2023 2023 2023 2024 2024 2024 2024 2024 SAIDI of monthly SAIDI values SAIFI of monthly SAIFI values Causes Ranked by Count Cause Electrical Failure Causes Ranked by Duration Cause Count Duration Electrical Failure 34,800 Top 1 Outages for the Month Customers Address Interrupted Duration Plant 2 1,200 29 Substation Total Customers Affected for the Month: Average Customers Affected per Outage: Customer Minutes of Interruption 34,800 Start Date 05/28/2024 1,200 1200 � Id 4' zi 01 HUTCHINSON UTILITIES COMMISSION f tit ,c�,« Board Action Form Agenda Item: Review Policies ie 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 6 of Exempt Handbook Section 6 of Non -Exempt Handbook BOARD ACTION REQUESTED: None Exempt SECTION 6 - HEALTH AND SAFETY HUC is very concerned about the safety of its employees and the public HUC serves. All employees are required to follow all HUC safety rules and make the safety of themselves, their co- workers, and the public a priority. To encourage a safe workplace, the Commission has adopted the APPA — Utilities Safety Handbook. Compliance with the APPA is "mandatory and is considered a requirement for employment". ACCIDENTS AND INJURIES Employees must immediately report to a Director, Manager or Supervisor j ob-related illnesses, all accidents and injuries (regardless how minor) that occur during the course of employment with HUC. The Employee and Supervisor must fill out and sign an accident report. If a supervisor is not available and the nature of injury or illness requires immediate treatment, the employee is to go to the nearest available medical facility for treatment and, as soon as possible, notify his/her supervisor of the action taken. In the case of a serious emergency, 911 should be called. If the injury is not of an emergency nature, but requires medical attention, the employee will report it to the supervisor and make arrangements for a medical appointment. Worker's compensation benefits and procedures to return to work will be applied according to applicable state and federal laws. Workers Compensation insurer is League of Minnesota Cities Insurance Trust (LMCIT). Pursuant to Minnesota Law, HUC has established a labor-management safety committee that investigates or reviews all accidents to identify causes of the accidents and suggest ways to prevent reoccurrence of the accident. The safety committee may request to interview any employee involved in an accident or any employee who may have knowledge of an accident. All employees are required to cooperate with the safety committee. UNSAFE CONDITIONS OR PRACTICES Employees are required to report to a Director, Manager or Supervisor any unsafe conditions or practices they observe, including failure of a co-worker to follow safety rules or procedures. EMPLOYEE RIGHT -To -KNOW Minnesota's Employee Right -to -Know law requires HUC to inform employees when they may be exposed to hazardous substances, harmful physical agents, or infectious agents. HUC has adopted a written Employee Right -to -Know program. HUC has evaluated and reevaluates the work sites to determine the presence of hazardous substances. Employees shall become familiar with the location of Safety Data Sheets (SDS) in their work area. PROTECTED SAFETY FOOTWEAR The following footwear must be purchased by the Employee and the paid receipt submitted for reimbursement by HUC. HUC will reimburse the lessor of the actual purchase price or the maximum amount indicated within this policy. The type and/or need must be approved by the department manager/director prior to purchase and reimbursement. Protective footwear purchased with these funds must meet OSHA and uniform policy requirements for the individual's regular job duties according to APPA section 405 Wearing Apparel. The original receipt must be submitted with all reimbursement requests. Safety Toed Boots and Shoes - Employees are highly encouraged to purchase quality footwear for their own protection and comfort. HUC will reimburse employees based on the following criteria: • Up to $250 for full-time employees, once every 12 months • Up to $250 for Seasonal and Temporary employees, once every 3 years Insulated Safety Toed Winter Boots — The need for insulated boots must be approved by the department manager/director. HUC will reimburse employees based on the following criteria: • Up to $250 for full-time employees, once every 3 years Should an employee's protective footwear become damaged or in excessively poor condition, the employee would be eligible for replacement footwear provided that the department manager/director determines the footwear was damaged or in excessively worn condition due to the employee performing their assigned work duties. When replacing damaged or excessively worn protective footwear, the same maximum reimbursement amounts shall apply. Non -Exempt SECTION 6 — HEALTH AND SAFETY HUC is very concerned about the safety of its employees and the public HUC serves. All employees are required to follow all HUC safety rules and make the safety of themselves, their co- workers, and the public a priority. To encourage a safe workplace, The Commission has adopted the APPA — Utilities Safety Handbook. Compliance with the APPA is "mandatory and is considered a requirement for employment". ACCIDENTS AND INJURIES Employees must immediately report to a Director, Manager or Supervisor j ob-related illnesses, all accidents and injuries (regardless how minor) that occur during the course of employment with HUC. The Employee and Supervisor must fill out and sign an accident report. If a supervisor is not available and the nature of injury or illness requires immediate treatment, the employee is to go to the nearest available medical facility for treatment and, as soon as possible, notify his/her supervisor of the action taken. In the case of a serious emergency, 911 should be called. If the injury is not of an emergency nature, but requires medical attention, the employee will report it to the supervisor and make arrangements for a medical appointment. Worker's compensation benefits and procedures to return to work will be applied according to applicable state and federal laws. Workers Compensation insurer is League of Minnesota Cities Insurance Trust (LMCIT). Pursuant to Minnesota Law, HUC has established a labor-management safety committee that investigates or reviews all accidents to identify causes of the accidents and suggest ways to prevent reoccurrence of the accident. The safety committee may request to interview any employee involved in an accident or any employee who may have knowledge of an accident. All employees are required to cooperate with the safety committee. UNSAFE CONDITIONS OR PRACTICES Employees are required to report to a Director or Manager any unsafe conditions or practices they observe, including failure of a co-worker to follow safety rules or procedures. EMPLOYEE RIGHT -To -KNOW Minnesota's Employee Right -to -Know law requires HUC to inform employees when they may be exposed to hazardous substances, harmful physical agents, or infectious agents. HUC has adopted a written Employee Right -to -Know program. HUC has evaluated and reevaluates the work sites to determine the presence of hazardous substances. Employees shall become familiar with the location of Safety Data Sheets (SDS) in their work area. PRESCRIPTION SAFETY GLASSES Employees must pay for their own eye examination (health insurance will generally cover 100% of examination expense). Any supplier who can provide certification that the prescription glasses meet OSHA safety requirements may fill the prescription. HUC will reimburse full-time employees up to $150.00, once every 12 months. Contact the Administrative/HR Coordinator for information regarding the Safety Glasses program, forms, and participating vendors. PROTECTED SAFETY FOOTWEAR The following footwear must be purchased by the Employee and the paid receipt submitted for reimbursement by HUC. HUC will reimburse the lessor of the actual purchase price or the maximum amount indicated within this policy. The type and/or need must be approved by the department manager/director prior to purchase and reimbursement. Protective footwear purchased with these funds must meet OSHA and uniform policy requirements for the individual's regular job duties according to APPA section 405 Wearing Apparel. The original receipt must be submitted with all reimbursement requests. Safety Toed Boots and Shoes - Employees are highly encouraged to purchase quality footwear for their own protection and comfort. HUC will reimburse employees based on the following criteria: • Up to $250 for full-time employees, once every 12 months • Up to $250 for Seasonal and Temporary employees, once every 3 years Insulated Safety Toed Winter Boots — The need for insulated boots must be approved by the department manager/director. HUC will reimburse employees based on the following criteria: • Up to $250 for full-time employees, once every 3 years Should an employee's protective footwear become damaged or in excessively poor condition, the employee would be eligible for replacement footwear provided that the department manager/director determines the footwear was damaged or in excessively worn condition due to the employee performing their assigned work duties. When replacing damaged or excessively worn protective footwear, the same maximum reimbursement amounts shall apply. HUTCHINSON UTILITIES COMMISSION��` Board Action Form �r�turscti mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Agenda Item: Approve Req 009932 Presenter: Mike Gabrielson Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Approve for replacement final air filters for the Donaldson house for Unit 1. These filters were last changed in 2014 the filters are starting to have heavy corrosion on the outer cage of the filter material. This would be a good time to change them with the unit out. BOARD ACTION REQUESTED: Approve Req 009932 for final air filters unit 1 Fiscal Impact: $36,867.60 Included in current budget: No Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: HUTCHINSON UTILITIES ra,�itiak° tt ni'i ni'it II Ewa s�io ni DONALDSON COMPANY INC PO BOX 207356 DALLAS, TX 75320-7356 Note Description: Final Filters U1 PURCHASE REQUISITION HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST SE HUTCHINSON, MN 55350 Phone:320-587-4746 Fax:320-587-4721 Date Requisition No. 06/12/2024 009932 Required by: Requested by: mgabrielson Item No. part No. Description Qty Unit Due Date Unit Price Ext. Amount P191031 CYLINDRICAL ER2W1P1 FILTER 22"L - QUOTATION# 1 QUO-1 12281 -S3B8Y9 396.00 EA 08/07/2024 $93.100 $36,867.60 MFG. PART: Total: 36,867.60 Date Printed: 06/12/2024 Requisitioned By: mgabrielson Page: 1/1 Company Hutchinson Power Plant #2 Quotation# Attention Mike Gabrielson Revision# Address 1100 Industrial Blvd Date Hutchinson Project Reference MN United States Currency 55350 Phone 320-234-0551 Email mgabrielson@hutchinsommn.gov Line Part Number Description Net Price Quantity Amount 1 P191031 CYLINDRICAL $93.10 396 $36,867.60 ER2W1P1 FILTER 22"L G60 Total $36,867.60 Notes: Lead time 6 — 8 weeks. Donaldson Company, Inc. 1400 W 94th Street Bloomington, MN 55431 Tel +52 (952) 887-3131 Fax +52 (952) 887-3155 QUO-112281-S3138Y9 0 6/4/2024 C 240604 KW Hutchinson USD Unless you have an agreement signed by an authorized representative of Donaldson, this order is expressly limited to and conditioned upon customer's acceptance of Donaldson's Terms of Sale ("Terms"), a current copy of which is located at termsofsale.donaldson.com. These Terms are incorporated herein by reference. By placing and/or paying for an order, Customer accepts these Terms. If you need a reprint of the Terms in place at the time of order, please contact us. Thank you! Effective From 6/4/2024 Effective To 8/5/2024 Shipping Method Prepay & Add Payment Terms NET 30 Freight Terms Origin Shipping Location Greeneville, TN, USA Sales Rep Contact Information Contact: Kyle Weberg Title: Territory Manager Phone: 612-202-8558 Email: Kyle.Weberg@Donaldson.com HUTCHINSON UTILITIES COMMISSION��` Board Action Form �r�turscti mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Agenda Item: Hutchinson Substation Electric Materials - Advertisement for Bids Presenter: D. Lang Agenda Item; Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Staff is requesting Board approval to advertise for electric materials needed for the Hutchinson Substation 115kV expansion project. HUC will receive sealed bids at the Hutchinson Utilities Commission main office until 2.00 pm on Aug 14, 2024 and then publicly read aloud such bids on the following equipment: Bid No. 1: Furnish Group Operated Air Break (GOAB) Switches Bid No. 2: Furnish Capacitor Voltage Transformers (CVTs) Bid No. I Furnish Potential Transformers (PTs) Bid No. 4: Furnish Substation Steel Bid No. 5: Furnish Steel Transmission Poles Attachments- -Hutchinson, MN - Furnishing Electric Materials - 428507 Ad for Bids.pdf Jun 2024 BOARD ACTION REQUESTED: Approve advertisement for bids - Hutchinson Substation Electric Materials Fiscal Impact: TBD Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: ADVERTISEMENT FOR BIDS Notice is hereby given that on the 14' day of August 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 Street SE, Hutchinson, MN 55350 and will be publicly opened and read aloud. The equipment required is as follows: Bid No. 1: Furnish Group Operated Air Break (GOAB) Switches Bid No. 2: Furnish Capacitor Voltage Transformers (CVTs) Bid No. 3: Furnish Potential Transformers (PTs) Bid No. 4: Furnish Substation Steel Bid No. 5: Furnish Steel Transmission Poles Each bid item will be treated as a separate bid. The bidder is not required to submit a bid on all bid items. 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 apart hereof, as though fully set out and incorporated herein. Bidders desiring a copy of the project documents for individual use may obtain them from www.guestcdn.com. You may download the digital plan documents for $22 by inputting Quest project #9184984 website's Project Search page. Please contact QuestCDN.com at 952-233-1632 or info(a)questcdn.com for assistance in free membership registration, downloading, and working with this digital project information. An optional paper set of the proposal forms and specifications for individual use may be obtained from the office of the Engineer, DGR Engineering, 1302 South Union Street, PO Box 511, Rock Rapids, IA 51246, telephone 712-472-2531, Fax 712-472-2710, e-mail dgr(a)d r com, upon payment of $75.00, none of which is refundable. Each bid shall be made out on the 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 (contract price). 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 percent (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 Substation - Furnishing Electric Materials". Payment to the Contractor will be made as described in the Material Agreement. The Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson Minnesota reserves the right to defer acceptance of any bid for aperiod 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\0 \DocASpecAMaterials\Hutchinson, MN - Furnishing Electric Materials - 428507 Ad for Bids.docx AB-1 Dated this 26th day of June, 2024. By President Date ATTESTED By Secretary Date P:A04\285\0 \DocASpecAMaterials\Hutchinson, MN - Furnishing Electric Materials - 428507 Ad for Bids.docx AB-2 HUTCHINSON UTILITIES COMMISSION��` Board Action Form �r�turscti mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Agenda Item: Approve Short -Term Gas Supply Contract Presenter: Jeremy Carter Agenda Item; Type: Time Requested (Minutes): 5 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. HUC approved resolution 24-01 on May 29th authorizing 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 10 cent discount. Before the commission is the final step, approving the short-term gas supply contract. PEAK/BP repriced the bonds on Tuesday June 18th and will close on the financing structure Thursday June 27th. In addition, a buyers certificate 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 Short-term Gas Supply Contract Fiscal Impact: Saving - $50K-$70K annually Included in current budget: Yes Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: SHORT-TERM GAS SUPPLY CONTRACT DATED AS OF JUNE 1, 2024 BETWEEN PUBLIC ENERGY AUTHORITY OF KENTUCKY, as Seller e HUTCHINSON UTILITIES COMMISSION, as Buyer M E 1 48807551 v.1 TABLE OF CONTENTS ARTICLE I DEFINITIONS............................................................................................................................. 1 Section1.01 Defined Terms.................................................................................................................... 1 Section1.02 Interpretation.......................................................................................................................6 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 ................................................... 7 ARTICLE III SALE AND PURCHASE; DELIVERY POINT PREMIUM......................................................... 7 Section 3.01 Sale and Purchase............................................................................................................. 7 Section3.02 Contract Price..................................................................................................................... 7 ARTICLE IV FAILURE TO DELIVER OR TAKE GAS.................................................................................. 7 Section 4.01 Seller's Unexcused Failure to Deliver................................................................................. 7 Section 4.02 Buyer's Unexcused Failure to Take.................................................................................... 8 Section 4.03 Failure to Deliver or Take Due to Force Majeure............................................................... 8 Section4.04 Load Loss........................................................................................................................... 8 Section 4.05 Make-up Delivery in Lieu of Payment................................................................................. 9 Section4.06 Sole Remedies................................................................................................................... 9 Section 4.07 Minnesota Community Energy Prepay Reduction Right.............................................9 ARTICLE V DELIVERY POINTS; TRANSPORTATION; NOMINATIONS AND IMBALANCES .................. 9 Section5.01 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....................................................................................................... 11 ARTICLE VI QUALITY AND MEASUREMENT.......................................................................................... 11 Section 6.01 Quality and Measurement................................................................................................ 11 ARTICLE VII BILLING, PAYMENT AND AUDIT......................................................................................... 12 Section 7.01 Monthly Statements.......................................................................................................... 12 Section7.02 Payment............................................................................................................................ 12 Section7.03 Netting.............................................................................................................................. 12 Section 7.04 Payment Default and Delivery Suspension...................................................................... 13 Section 7.05 Termination for Payment Default...................................................................................... 13 Section7.06 Audit.................................................................................................................................. 13 ARTICLE VIII TERMINATION..................................................................................................................... 13 Section 8.01 Automatic Termination Event........................................................................................... 13 Section 8.02 Buyer Termination Events................................................................................................ 13 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) Section 8.03 Right to Termination; Remedies ..................................................... Section 8.04 Other Remedies.............................................................................. Section 8.05 Limitation on Damages................................................................... ARTICLE IX REMARKETING................................................................................... Section 9.01 Remarketing Notices...................................................................... Section 9.02 Remarketing Terms........................................................................ ARTICLE X EXCHANGES........................................................................................ Section 10.01 General Principle.......................................................................... ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS ................ Section 11.01 Tax -Exempt Status of the Bonds .................................................. Section 11.02 Qualifying Use.............................................................................. Section 11.03 Representations and Warranties .................................................. Section 11.04 Additional Representations, Warranties and Covenants of Buyer Section 11.05 Negative Covenant....................................................................... ARTICLE XII TAXES ................................................................................................. Section12.01 Taxes............................................................................................ ARTICLE XIII FORCE MAJEURE............................................................................. Section 13.01 Force Majeure............................................................................... ARTICLE XIV GOVERNING RULES AND REGULATIONS .................................... Section 14.01 Compliance with Laws.................................................................. Section14.02 Contests........................................................................................ Section 14.03 Defense of Contract...................................................................... Section 14.04 Continuing Disclosure................................................................... ARTICLE XV MISCELLANEOUS............................................................................. Section 15.01 Assignment................................................................................... Section15.02 Notices.......................................................................................... Section 15.03 Indemnification Procedure............................................................ Section15.04 Entirety.......................................................................................... Section 15.05 Governing Law.............................................................................. Section 15.06 Non-Waiver................................................................................... Section 15.07 Severability................................................................................... Section 15.08 Exhibits......................................................................................... Section 15.09 Winding Up Arrangements........................................................... Section 15.10 Relationship of the Parties............................................................ 14 14 14 15 15 15 16 16 16 16 16 17 18 18 18 18 19 19 20 20 20 20 21 21 21 21 21 21 22 22 22 22 22 22 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) Section 15.11 Immunity ................................. Section 15.12 Counterparts ........................... Section 15.13 Third -Party Beneficiaries ........ Section 15.14 Rights of Trustee .................... Section 15.15 Non -Publication of Index Price ARTICLE XVI CLOSING DOCUMENTATION .... Section 16.01 Closing Documentation .......... EXHIBIT A DAILY CONTRACT QUANTITY EXHIBIT B DELIVERY POINTS, INDICES AND FIXED PRICES 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 22 22 22 23 23 23 23 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) SHORT-TERM GAS SUPPLY CONTRACT This Short -Term Gas Supply Contract (this "Contract's is made and entered into as of June 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 an unit of local government of the of the State of Minnesota ("Buyer's. Seller and Buyer are sometimes hereinafter referred collectively as the "Parties" and individually as a "Party". WITNESSETH 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 June 18, 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 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. D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) "Alternate Price" means a price that is not an Index Price, such as a fixed price, as set for in Section 3.03. "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 "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 D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) 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 June 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. "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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 June 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. "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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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: (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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 BUYER CERTIFICATE 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 f , 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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. ii. "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 June 27, 2024, the issue date of the Bonds. D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) 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. 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: Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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 [_] (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-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) 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. 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 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) ANNEX A [Insert Buyer's resolution in the form of Exhibit G] ANNEX B [Excerpt from Official Statement] D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller From: [ ], Participant Check the box to indicate type of remarketing. u Daily a 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): livery Point ily Contract Quantity and total Quantity subject narketing (MMBtu) M E 1 48807551 v.1 E-1 TABLE OF CONTENTS (CONTINUED) EXHIBIT F OPINION OF COUNSEL TO BUYER June 27, 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 [ ]1, 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 [ ], 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-3 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) (a) Resolution No. [_], duly adopted by the governing body of Buyer on [ ], 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. (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 F-3 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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: D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) [SEAL] , 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 Amended & Restated Receivables Purchase Agreement, dated as of June 27, 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 Error! Reference source not found. 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 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. Section 2.02 Termination Prior to Commencement of Delivery Period. In 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, unless the price payable is an Alternate Price under Section 3.03, where the Contract Price is deemed to be the Alternate Price applicable to the relevant quantity of Gas for the applicable Delivery Point minus the Discount. Section 3.03 Alternate Price. If the Buyer desires to hedge its price risk by converting the Index Price to another price (the "Alternate Price") (or an Alternate Price to a different Alternate Price) for all or a portion of the Daily Contract Quantity, it shall provide written notice to Seller of at least three (3) Business Days, specifying the quantities and the duration. The Contract Price shall be deemed to be the Alternate Price applicable to those designated quantities for the applicable Delivery Point minus the Discount, provided (a) the Parties mutually agree on commercial terms; (b)( the Alternate Price becomes effective on the first Gas Day of a Month; (c) Seller and BPEC each have executed an appropriate new commodity swap transaction confirmation with their swap counterparty described in the Prepaid Agreement; and d) the Parties have amended Exhibit B hereto to reflect the Alternate Price. D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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 or the Alternate 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. Section 4.07 Minnesota Community Energy Prepay Reduction Right. In the event that, during the term of this Contract, (i) the Minnesota Municipal Gas Agency d/b/a/ Minnesota Community Energy ("MCE") closes a transaction providing for the acquisition of a long term supply of natural gas from BPEC or a supplier using BPEC as their upstream supplier via a prepayment funded by the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes (the "MCE Prepay Project"); and (ii) Buyer executes a contract with MCE for gas supplies from the MCE Prepay Project; then Buyer shall be entitled to reduce the Daily Contract Quantities by up to the amounts specified as "Section 4.07 Volumes" on Exhibit A hereto (which represent approximately 35% of the Daily Contract Quantities) effective as of the commencement of gas deliveries to Buyer from the MCE Prepay Project. In the event that Buyer elects to invoke its right under this Section 4.07, it must provide Seller and BPEC with as much notice as reasonably possible, but no less than two (2) months advance written notice specifying the reduced Daily Contract Quantities under this Contract and the month that such reduction shall become effective which month shall be no earlier than commencement of deliveries to Buyer under the MCE Prepay Project and shall coincide with the commencement of a Gas season (i.e. either in November for the winter season or April for the summer season). In the event that Buyer requests a reduction of volumes priced at an Alternate Price, then PEAK and BPEC will work in good faith to unwind the associated commodity swap transaction confirmation with their swap counterparty. ARTICLE V DELIVERY POINTS; TRANSPORTATION; NOMINATIONS AND IMBALANCES Section 5.01 Delivery Points. (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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. (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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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. D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) (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. ARTICLE VII BILLING, PAYMENT AND AUDIT Section 7.01 Monthly Statements. (a) No later than the fifth (5th) 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 (loth) 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 (20th) 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 VII. 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') until Buyer's payment is received in 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 (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. D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) (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 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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 (15th) 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 loth for remarketing of Gas during the ensuing summer season (the period from April through October) and by 4:00 p.m. CPT on September loth 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. D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. (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 BUYER CERTIFICATE 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 f , 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: 9. 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. D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 10. 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. 11. 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. 12. 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 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. 13. 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. 14. 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. 15. Tax Certifications d. 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. e. Definitions: For purposes of this Certificate: D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) i. "Testing Period" means calendar years 2019 through 2023. ii. "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 June 27, 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. 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. f. In accordance with the requirements of Sections 141-150 of the Code and the Regulations, Buyer certifies as follows: Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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 [_] (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: D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) (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). 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. 16. 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 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) ANNEX A [Insert Buyer's resolution in the form of Exhibit G] ANNEX B [Excerpt from Official Statement] D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller From: [ ], Participant Check the box to indicate type of remarketing. u Daily a 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): livery Point ily Contract Quantity and total Quantity subject narketing (MMBtu) M E 1 48807551 v.1 E-1 TABLE OF CONTENTS (CONTINUED) EXHIBIT F OPINION OF COUNSEL TO BUYER June 27, 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 [ ]1, 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 [ ], 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-3 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) (b) Resolution No. [_], duly adopted by the governing body of Buyer on [ ], 2024 (the "Resolution") authorizing Buyer to execute and deliver the Gas Supply Contract; (c) Executed counterparts of the Gas Supply Contract, together with each of the Exhibits thereto; and (d) 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. (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 F-3 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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: D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) [SEAL] (ix) hereto; (x) 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 (xi) 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. (e) 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; (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; D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) (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. 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. D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) 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 and the Alternate Price do not 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 or the Alternate 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) 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) D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) 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. (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; provided, however, if the Force Majeure Event involves an Alternate Price, Section 13.01(h) shall apply. (h) If, as a result of the event of Force Majeure, Seller is unable to sell and deliver, or Buyer is unable to purchase and receive, the Daily Contract Quantity of Alternate Price Gas, either in whole or in part, then, for the duration of the event of Force Majeure, for each Gas Day, the following settlement D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) obligations between the parties shall apply: (i) if the Index Price exceeds the Alternate Price, Seller shall pay Buyer the difference between the Index Price and the Alternate Price for each MMBtu of such Gas not delivered and/or received on that Day, or (ii) if the Alternate Price exceeds the Index Price, Buyer shall pay Seller the difference between the Alternate Price and the Index Price for each MMBtu of such Gas not delivered and/or received on that Day. 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 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. This Contract shall be interpreted and construed in accordance with the applicable Laws of the State of New York, excluding conflicts of law principles which would refer to the laws of another jurisdiction; provided that the authority of each of Buyer and Seller to enter into and perform its obligations under this Contract shall be determined in accordance with the Laws of the state or commonwealth, as applicable, of formation of each Party. 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. 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. D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) 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 BUYER CERTIFICATE 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 f , 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: 17. 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. 18. 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. 19. 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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. 20. 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 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. 21. 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. 22. 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. 23. Tax Certifications g. 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. h. Definitions: For purposes of this Certificate: i. "Testing Period" means calendar years 2019 through 2023. ii. "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. D-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) iii. "Issue Date" shall mean June 27, 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. 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. In accordance with the requirements of Sections 141-150 of the Code and the Regulations, Buyer certifies as follows: Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). 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 D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 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 [_] (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-5 M E 1 48807551 M TABLE OF CONTENTS (CONTINUED) (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). 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. 24. 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 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) ANNEX A [Insert Buyer's resolution in the form of Exhibit G] ANNEX B [Excerpt from Official Statement] D-5 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller From: [ ], Participant Check the box to indicate type of remarketing. u Daily a 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): livery Point ily Contract Quantity and total Quantity subject narketing (MMBtu) M E 1 48807551 v.1 E-1 TABLE OF CONTENTS (CONTINUED) EXHIBIT F OPINION OF COUNSEL TO BUYER June 27, 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 [ ]1, 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 [ ], 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-3 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) (b) Resolution No. [_], duly adopted by the governing body of Buyer on [ ], 2024 (the "Resolution") authorizing Buyer to execute and deliver the Gas Supply Contract; (c) Executed counterparts of the Gas Supply Contract, together with each of the Exhibits thereto; and (d) 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. (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 F-3 M E 1 48807551 v.1 TABLE OF CONTENTS (CONTINUED) 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 M E 1 48807551 v.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: [SEAL] M E 1 48807551 v.1 (x) 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; (xi) such other documents, certificates and opinions as may be reasonably requested by Seller; and (xii) 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. (e) 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. 2 M E 1 48807551 M 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 3 M E 1 48807551 v.1 EXHIBIT A DAILY CONTRACT QUANTITY Month Index Price Alternate Price Section 4.07 Volumes Volumes Volumes* December-24 0 3,300 1155 January-25 0 3,300 1155 February-25 0 3,300 1155 March-25 0 3,300 1155 April-25 0 1,500 525 May-25 0 1,500 525 June-25 0 1,500 525 July-25 0 1,500 525 August-25 0 1,500 525 September-25 61 1,439 525 October-25 0 1,500 525 November-25 0 3,300 1155 December-25 0 3,300 1155 January-26 0 3,300 1155 February-26 0 3,300 1155 March-26 0 3,300 1155 April-26 0 1,500 525 May-26 0 1,500 525 June-26 0 1,500 525 July-26 0 1,500 525 August-26 0 1,500 525 September-26 61 1,439 525 October-26 0 1,500 525 November-26 0 3,300 1155 December-26 0 3,300 1155 January-27 0 3,300 1155 February-27 0 3,300 1155 March-27 365 2,935 1155 April-27 0 1,500 525 May-27 507 993 525 June-27 777 723 525 July-27 868 632 525 August-27 868 632 525 September-27 801 699 525 October-27 101 1,399 525 November-27 990 2,310 1155 December-27 207 3,093 1155 January-28 0 3,300 1155 February-28 0 3,300 1155 March-28 365 2,935 1155 April-28 0 1,500 525 May-28 507 993 525 A-1 M E 1 48807551 v.1 Month Index Price Alternate Price Section 4.07 Volumes Volumes Volumes* June-28 777 723 525 July-28 868 632 525 August-28 868 632 525 September-28 801 699 525 October-28 101 1,399 525 November-28 990 2,310 1155 December-28 207 3,093 1155 January-29 0 3,300 1155 February-29 0 3,300 1155 March-29 365 2,935 1155 April-29 0 1,500 525 May-29 507 993 525 June-29 777 723 525 July-29 868 632 525 August-29 868 632 525 September-29 801 699 525 October-29 101 1,399 525 November-29 3,300 0 1155 December -29 3,300 0 1155 January-30 3,300 0 1155 February-30 3,300 0 1155 March-30 3,300 0 1155 April-30 1,500 0 525 May-30 1,500 0 525 June-30 1,500 0 525 July-30 1,500 0 525 August-30 1,500 0 525 September-30 1,500 0 525 October-30 1,500 0 525 November-30 3,300 0 1155 December -30 3,300 0 1155 January-31 3,300 0 1155 February-31 3,300 0 1155 March-31 3,300 0 1155 April-31 1,500 0 525 May-31 1,500 0 525 June-31 1,500 0 525 July-31 1,500 0 525 August-31 1,500 0 525 September-31 1,500 0 525 October-31 1,500 0 525 November-31 3,300 0 1155 December -31 3,300 0 1155 January-32 3,300 0 1155 February-32 3,300 0 1155 March-32 3,300 0 1155 April-32 1,500 0 525 May-32 1,500 0 525 M E 1 48807551 v.1 Month Index Price Alternate Price Section 4.07 Volumes Volumes Volumes* June-32 1,500 0 525 *In accordance with and subject to the conditions specified in Section 4.07 of this Gas Supply Contract shall be entitled to reduce the Daily Contract Quantities by up to the amounts specified in this column. A-3 M E 1 48807551 v.1 EXHIBIT B DELIVERY POINTS, INDICES, AND FIXED PRICES Delivery Point NORTHERN BORDER PIPELINE - TRIMONT Index Price (Applicable to Index Price Volumes Identified on Exhibit A) "NATURAL GAS-NNG (VENTURA)-INSIDE FERC" means that the price for a Pricing Date will be that day's Specified Price per MMBTU of natural gas for delivery on the Delivery Date, stated in U.S. Dollars, published under the heading "Monthly Bidweek Spot Gas Prices ($/MMBtu): Upper Midwest: Northern, Ventura: Index" in the issue of Inside FERC that reports prices effective on that Pricing Date. Alternate Price (Applicable to the Alternate Price Volumes Identified on Exhibit A) Month Alternate Price $/MMBtu December-24 $5.221 January-25 $5.277 February-25 $5.355 March-25 $5.073 April-25 $5.984 May-25 $5.525 June-25 $5.317 July-25 $5.180 August-25 $5.298 September-25 $5.463 October-25 $5.880 November-25 $5.017 December-25 $5.094 January-26 $5.277 February-26 $5.355 March-26 $5.073 April-26 $5.984 May-26 $5.525 June-26 $5.325 July-26 $5.200 August-26 $5.321 September-26 $5.463 October-26 $5.880 November-26 $5.017 December-26 $5.094 January-27 $4.080 February-27 $4.080 March-27 $4.080 April-27 $4.080 May-27 $4.080 June-27 $4.080 July-27 $4.080 August-27 $4.080 September-27 $4.080 October-27 $4.080 November-27 $4.080 December-27 $4.080 B-1 M E 1 48807551 v.1 Month Alternate Price $/MMBtu January-28 $4.080 February-28 $4.080 March-28 $4.080 April-28 $4.080 May-28 $4.080 June-28 $4.080 July-28 $4.080 August-28 $4.080 September-28 $4.080 October-28 $4.080 November-28 $4.080 December-28 $4.080 January-29 $4.080 February-29 $4.080 March-29 $4.080 April-29 $4.080 May-29 $4.080 June-29 $4.080 July-29 $4.080 August-29 $4.080 September-29 $4.080 October-29 $4.080 W M E 1 48807551 v.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: General Manager Telephone: 320-234-0505 Fax: E-mail: jcarter@hutchinsommn.gov 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 PAYMENT INSTRUCTIONS C-1 M E 1 48807551 v.1 By Wire Transfer to Seller: INSTITUTION WELLS FARGO BANK ABA#: 121000248 DDA#: 2020050839788 ACCOUNT NAME: SEI PRIVATE TRUST COMPANY ACF REGIONS BANK CLEARING ACF ITS CLIENTS (MULTI -TIER FIDUCIARY ACCOUNT) ORIGINATOR TO BENEFICIARY INFORMATION CID 1001039296 BIC / SWIFT WFBIUS6S By Wire Transfer to Buyer: Account No. ABA No. C-2 M E 1 48807551 v.1 EXHIBIT D BUYER CERTIFICATE' The Buyer Certificate set forth in this Exhibit D BUYER CERTIFICATE 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 f , 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 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. D-1 M E 1 48807551 v.1 0 7 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. 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. ii. "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 June 27, 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. 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 D-2 M E 1 48807551 M 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: Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). 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 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 [_] (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. D-3 M E 1 48807551 v.1 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). 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. 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-4 M E 1 48807551 v.1 ANNEX A [Insert Buyer's resolution in the form of Exhibit G] ANNEX B [Excerpt from Official Statement] EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller From: [ ], Participant Check the box to indicate type of remarketing. u Daily a 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): livery Point ily Contract Quantity and total Quantity subject narketing (MMBtu) M E 1 48807551 v.1 D-5 EXHIBIT F OPINION OF COUNSEL TO BUYER June 27, 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 [ ]1, 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 [ ], 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. D-6 M E 1 48807551 v.1 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: (a) Resolution No. [_], duly adopted by the governing body of Buyer on [ ], 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. D-7 M E 1 48807551 v.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, 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 D-8 M E 1 48807551 v.1 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 f , 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: 25. 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. 26. 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. 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: [SEAL] 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-9 M E 1 48807551 v.1 27. 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. 28. 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 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. 29. 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. 30. 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. 31. Tax Certifications 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. k. Definitions: For purposes of this Certificate: i. "Testing Period" means calendar years 2019 through 2023. ii. "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. D-10 M E 1 48807551 M iii. "Issue Date" shall mean June 27, 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. 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. In accordance with the requirements of Sections 141-150 of the Code and the Regulations, Buyer certifies as follows: Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). 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. D-11 M E 1 48807551 v.1 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 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 [_] (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). 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. D-12 M E 1 48807551 M 32. 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-13 M E 1 48807551 v.1 ANNEX A [Insert Buyer's resolution in the form of Exhibit G] ANNEX B [Excerpt from Official Statement] D-14 M E 1 48807551 v.1 EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller From: [ ], Participant Check the box to indicate type of remarketing. u Daily a 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): livery Point ily Contract Quantity and total Quantity subject narketing (MMBtu) M E 1 48807551 v.1 E-1 EXHIBIT F OPINION OF COUNSEL TO BUYER June 27, 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 [ ]1, 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 [ ], 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) Resolution No. [_], duly adopted by the governing body of Buyer on [ ], 2024 (the "Resolution") authorizing Buyer to execute and deliver the Gas Supply Contract; (g) Executed counterparts of the Gas Supply Contract, together with each of the Exhibits thereto; and F-1 M E 1 48807551 v.1 (h) 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. (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. F-2 M E 1 48807551 v.1 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 M E 1 48807551 M 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: [SEAL] G-1 M E 1 48807551 v.1 Marc A. Sebora, City Attorney Ph. (320) 234-5662 msebora@hutchinsommn.gov June 27, 2024 HA CITY ON PURPOSE. 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 Regions Bank 1900 5th Avenue North, 26th Floor Birmingham, AL 35203 BP Energy Company 201 Helios Way Houston, TX 77079 City Attorney''s Office Melissa Starke, Paralegal Ph. (320) 234-4202 mstarke@hutchinsommn.gov 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 attorney for and have acted as counsel to Hutchinson Utilities Commission, a body politic and corporate, municipal corporation an unit of local government of the of the State of Minnesota ("Buyer") in connection with the Short -Term Gas Supply Contract between Public Energy Authority of Kentucky ("PEAK") and the Buyer dated as of June 1, 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 June 18, 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: (a) Resolution No. 24-01, duly adopted by the governing body of Buyer on May 29, 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. (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 yurs,' Marc A. Sebora Hutchinson City Attorney HUTCHINSON UTILITIES COMMISSION��` Board Action Form �r�turscti mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Agenda Item: Approve Advertisment for Bid LM6000 PA Model Presenter: Mike Gabrielson Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Approve the advertisement for bid of a GE LM6000 PA model. BOARD ACTION REQUESTED: Approve Advertisement for Bid LM6000 PA Model Fiscal Impact: $ Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: Advertisement for Bids for LM6000 PA for Hutchinson Utilities Commission Plant 2 Power Plant, Unit 1 Hutchinson Utilities Commission Hutchinson, Minnesota Notice is hereby given that the Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota, hereinafter referred to as the Owner, will receive sealed Bids at the Hutchinson Utilities office until 2.00 PM on the 15th day of July, 2024, and will publicly open and read aloud such Bids on the following design and installation: GE LM6000 PA for Hutchinson Utilities Commission Plant 2 Power Plant, Unit 1 Proposals shall be properly endorsed and delivered in an envelope marked or emailed with the subject title, "Purchase of a GE LM6000 PA Model for Hutchinson Utilities Commission Plant 2 Power Plant, Unit 1 ". Envelopes sent shall be addressed to: Hutchinson Utilities Commission of the City of Hutchinson, 225 Michigan Street SE, Hutchinson, Minnesota 55350. All proposals shall be submitted on the Bidder's own letterhead in electronic or facsimile form. Each proposal should be accompanied by a Bid Bond, made payable to the Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota, in the amount of five per cent (5%) of the Bid, as a guaranty that the Bidder will enter into the proposed Contract and provide a Performance Bond after his Bid shall have been accepted. Page 1-1 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. No Bidder may withdraw his Bid or Proposal for a Period of sixty (60) days after date of opening of Bids. At the aforementioned time and place, or at such later time and Place as the Owner then may fix, the Owner will act upon Proposals received and with its sole discretion may award Contract(s) for the furnishing of said equipment. Specifications and Plans are available by contacting: Hutchinson Utilities Commission 225 Michigan St SE Hutchinson MN 55350 320-587-4746 The Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota reserves the right to reject any and all bids, or bid irregularities. Date ATTESTED In Date President , Secretary Page 1-2 Request for Proposal for a LM 6000 PA Model For Hutchinson Utilities Commission Plant 2 Power Plant, Unit 1 Table of Contents 1 Project Overview - Introduction 2 Project Information 3 Instructions to Bidder 4 Definitions 5 Work Scope 6 Safety 7 Foreign Material Exclusion 8 Owner's Representative 9 Warranty 10 Correspondence 11 Insurance Requirements 12 Coordination with Other Contractors and Other Work 13 Form of Proposal 14 Submittals Following Award 15 Terms and Conditions Exhibit 1: Scope of Work Exhibit 2 Division of Responsibility Exhibit 3: Clarifications and Exceptions Exhibit 4: Terms and Conditions 3 3 3 4 5 6 6 6 7 7 7 8 8 8 9 10 11 14 15 Hutchinson Utility Commission Depot Services RFP Project Overview - Introduction Hutchinson Utility Commission ("Owner") is currently seeking proposals from qualified bidders for the purchase of a certified replacement LM6000PA turbine model with less than 50,000 total run hours. This LM6000 PA model must have all service bulletins up to date, any major overhaul work completed with OEM parts, and sufficient history records to substantiate this Request for Proposal ("RFP"), to: The Owner's Engine is removed from its current Site and is at GE's Depot in Houston Texas. HUC would like a quote on the trade-in value of serial # 185-111 towards an exchanged unit. • Install the exchanged Engine and perform Commissioning Services • Provide transportation, including shipping container from Contractor's Depot By issuing this RFP, the Owner is under no obligation to select any proposal submitted by any of the bidders and reserves the exclusive right to accept or reject any and all bids received. This RFP establishes the major terms and conditions which will be incorporated into any resulting agreement between the parties. However, this document does not reflect final contract language, nor does it cover or address every provision which may ultimately be incorporated into any such agreement. Consequently, this RFP is not intended to be a final representation of any agreement that may result from this process and the parties will only be bound by a final Contract. 2 Project Information Hutchinson Utility Commission Plant 2 1100 Industrial Boulevard Southeast Hutchinson, MN 55350 Gas Fuel GE LM6000 PA NGW Instructions to Bidder All bidders must be approved by and licensed by the OEM for the work or equipment requested detailed herein. Proposals are due to Owner no later than 2PM CDT July 15th, 2024, to the attention of Mr. Mike Gabrielson. Bids can be submitted either by mail at 225 Michigan St. SE, Hutchinson, MN 55350, or by email at mgabrielson&hutchinsommn.gov. Bids will be publicly opened and read aloud on July 15th, 2024 at 2pm CDT. Bids must be valid for at least sixty (60) Days. Bidders are responsible for verifying their Proposal has been received by Owner. All correspondence between the bidders and Owner related to this RFP and the submittal process shall be in accordance with the instructions set forth in Article 10, Correspondence. The date for the Work is scheduled to begin as soon as practical and Owner needs the Unit installed and in service no later than August 31st, 2024. The Owner is requesting bidders to provide proposals to transport and install the Engine at HUC's site and perform Commissioning Services. Any Contractor exceptions to the RFP should be clearly noted in a form similar to Exhibit 3. Contractor shall perform the Work on a least cost, non -expedited basis to minimize Owner cost. If the need arises, additional shifts or hours and/or expedited shipping can be added by mutual agreement between the Parties on a case -by -case basis. Proprietary Page 3 of 15 Hutchinson Utility Commission Depot Services RFP 4 Definitions 4.1 The following definitions apply to this RFP: "Combustion Liner" is the portion of the Engine where fuel is mixed with air for the purpose of combustion. "Commissioning Services" means those services described in Exhibit 1. "Contract" means the final contract by and between the Owner and Contractor for the fulfillment of the scope of work described herein. "Contractor" means the bidder selected by Owner for the Work, which has entered into a final Contract. "Contractor's Depot" is the repair facility where Contractor will perform Overhaul Services and Engine test as described in Exhibit 1. "Da s " means calendar day. .'Engine" means the assembled portion of the Gas Turbine comprised of combustion liner, fuel nozzles, low pressure compressor, high pressure compressor, high pressure turbine and low pressure turbine plus associated casings and bearings. "Engine Test" has the meaning described in Exhibit 1. "Extra Work" means those parts or services beyond Contractor's Contract obligations for which, upon agreement between the Parties, the Contractor will provide on a time and material basis or at a price agreed to by the Parties pursuant to a change order. "Gas Turbine" means, the gas fuel, GE LM6000PA "Inspect and Advise" or "I & A" means the inspection services of the Contractor to perform an inspection and evaluation of a part removed from the Engine, to provide Owner with a detailed written refurbishment plan of such parts. "Miscellaneous Hardware" means those items of hardware, including but not limited to, all consumable nuts, studs, lock plates, bolts, seals, pins, helicoils, gaskets, required for the Work. "NDE" means non-destructive examination for the purpose of discovering defects in material. Specific NDE method will vary as determined by Contractor's expertise and experience, but in all cases shall meet Prudent Industry Practice. "OEM" means General Electric (GE), the Original Equipment Manufacturer of the Gas Turbine. "Owner" shall have the meaning ascribed to it in Section 1, including its permitted assigns. "Owner's Representative" means anyone appointed by the Owner to witness the work and/or act on the Owner's behalf during the performance of the work, irrespective of whether such work takes place at the Site or Contractor's facility. Such Owner's Representative may include non-affiliated 3rd parties and independent contractors. "Parts" means New, Overhauled, Serviceable or Scrap Parts provided by Owner or Contractor under the Contract. "Proposal" is bidder's response to this RFP. "Prudent Industry Practice(s)" means the utilization of methods, processes, procedures and acts Proprietary Page 4 of 15 Hutchinson Utility Commission Depot Services RFP exercised at a level of skill, diligence and prudence expected from an experienced owner or maintenance contractor in accordance with generally accepted standards applicable to and employed by the electric utility industry in the United States for electrical generating facilities which are similar in kind and size to the Gas Turbine. Prudent industry Practices are not limited to the optimum methods or practices to the exclusion of others, but rather to commonly used and reasonable practices that could be expected to achieve the desired outcome, safely, reliably, and economically while meeting all statutory and regulatory guidelines. "Scrap" means component(s) or assembly is deemed unsuitable for continued operation, is unsuitable for any repair process and must be permanently removed from service and properly disposed of. "Serviceable" means component(s) or assembly is deemed suitable for continued operation without the requirement for repair or replacement until the next planned maintenance interval. "Services" means the provision of Overhaul Services, Engine Test, Engine removal and reinstallation and commissioning support performed by and/or provided by Contractor under the Contract. "Site" means Plant 2 Power Plant, 1100 Industrial Boulevard Southeast, Hutchinson, MN 55350. "Work" means the provision of Engine installation services, Parts, Overhaul Services, Engine Test and transportation, excluding Extra Work, referenced in the RFP. 5 Work Scope 5.1 The Contractor shall provide all Work described herein, conforming at all times to Prudent Industry Practices. The Work scope shall be as described in this Section 5 and Exhibit 1, however the scope of Work described herein is meant to be representative and may not be all inclusive and the Owner is relying upon the experience and expertise of the bidders to identify gaps within the scope of Work presented. 5.2 Contractor shall name a project lead and single point contact for Owner communication. At a mutually agreeable time and location, the Parties shall hold a pro] ect kick off meeting, any additional meetings that may be required will be mutually agreed. The pro] ect lead may consist of a headquarters or supervisory person. 5.3 The Contractor shall organize a meeting or conference call with Site personnel specifically, to discuss Engine delivery scope of work, tools and equipment required, work schedule, travel logistics, safety requirements and Engine transportation logistics. 5.4 Contractor Work occurring at Site is in accordance with the Division of Responsibility ("DOR"), (Exhibit 2) and as further specified within this Article 5, Article 6, Safety, Article 7, Foreign Material Exclusion and Exhibit 1, Scope of Work. 5.5 Contractor will identify and provide Miscellaneous Hardware required to perform the Work. Miscellaneous Hardware for Engine installation shall be delivered to Site prior to expected Engine return date. 5.6 Contractor will provide Owner with periodic updates, in a form and frequency as agreed between the Parties, and all results of I & A performed at the Contractor's Depot. 5.7 Prior to Contractor replacing or initiating the repair service of any part, Contractor will provide Owner with a written recommendation including, as applicable: (a) for the repair of Owner's parts, Proprietary Page 5 of 15 Hutchinson Utility Commission Depot Services RFP the scope of work to be performed and estimated completion date and (b) in the case of Extra Work (1) the reason and basis for the replacement or repair of the part(s) and (2) estimated cost and schedule for delivery or completion of Extra Work. Owner shall be provided reasonable time to respond to Contractor's recommendation without affecting Contractor price or schedule. 5.8 Contractor shall provide all shipping, DDP Incoterms 2020, including OEM approved shipping container and insurance, for transportation of Engine from Site to Contractor's Depot and from Contractor's Depot to Site. 5.9 All subcontractors performing any portion of the Work or Extra Work, either on -Site or Contractor's Depot must be approved by Owner, such approval not to be unreasonably withheld or conditioned. Bidders must provide a list of anticipated subcontractors at time of bid submission. Any portions of the Work or Extra Work performed by subcontractors shall be warranted as if such portions of the Work or Extra Work had been performed by the Contractor directly. Any subcontractors performing work at Site must comply with all necessary insurance and Site safety requirements as noted elsewhere herein. 5.10 Following Engine installation, Contractor shall support Owner personnel restarting and commissioning the Gas Turbine to include checking for leaks, monitoring vibration levels and confirmation of the Gas Turbine achieving electrical output of the generator at a comparable level prior to initiation of the Work. 6 Safety Contractor shall, at all times comply, with all Site safety requirements. Contractor and Owner personnel shall conduct safety meetings at the beginning of every shift and shall document both attendance as well as topics for all such safety meetings. All tools brought on site by Contractor shall have been inspected and, as appropriate, certified, prior to the arrival and be suitable for use. Contractor shall conduct safety briefings with Owner's personnel prior to all critical lifts, heavy lifts and other similar lifts as may be requested by Owner and/or Owner's Representative. Such briefings shall include a review of applicable procedures, rigging, and lifting devices. The outage may be affected by Covid 19 protocols at the time of the event. Contractor shall comply with Owner's procedures and processes and meet Prudent Industry Practices for Covid 19 risk mitigation and protection of the health and wellbeing of Contractor's personnel, Owner's personnel and any Owner's subcontractors, clients, suppliers or other personnel who may have need to be present during Contractor's Work. 7 Foreign Material Exclusion Contractor shall utilize a foreign material exclusion ("FME") program satisfactory to Owner and consistent with Prudent Industry Practices at all times during performance of Work. 8 Owner's Representative Owner shall have the right, but not the obligation, to have on Site or in the Contractor's Depot, at any and all times during the performance Work, an Owner's Representative to ensure the Contractor is performing the Work or Extra Work in a safe and workmanlike manner, in accordance with Prudent Industry Practices, Proprietary Page 6 of 15 Hutchinson Utility Commission Depot Services RFP and the intent of this work scope. The Owner's Representative shall monitor schedule compliance and any Extra Work being performed by Contractor on a time and material basis. Such Owner's Representative shall have the right at any and all times to stop any work which the Owner's Representative believes is being done in such a manner that it poses a risk to personnel safety or to Owner's equipment. Neither the presence nor the absence of the Owner's Representative shall relieve the Contractor from its obligations under the Contract, nor shall it be deemed as acceptance or approval of Contractor's work. Other than as allowed for herein, Owner's Representative shall not (i) interfere with the performance of Contractor's work, (ii) direct Contractor's personnel, nor (iii) provide technical direction. 9 Warranty 9.1 Contractor warrants all Services shall be performed in a diligent and competent manner consistent with Prudent Industry Practices and shall be free from defects for aperiod of twenty-four (24) months from performance of the Service. 9.2 Contractor warrants all Parts provided under the Contract shall be free of defects in materials and workmanship for the earlier to occur of twenty-four (24) months date of installation. 9.3 In the event of a defect within the warranty period, Contractor will promptly, at its option replace or repair the defective Part or reperform the defective Service. 10 Correspondence During the RFP process, all questions are to be addressed to Mike Gabrielson - mgabrielson&hutchinsommn.gov or at (320) 234-0551 11 Insurance Requirements During the performance of the Work, Contractor shall maintain at a minimum the insurance coverages indicated below, and shall provide to Owner a certificate of insurance, which lists the Owner as an additional insured A. Workers' Compensation & Employers Liabilit.—The company shall provide Workers' Compensation insurance for all its employees in accordance with the statutory requirements of the State of Minnesota. The company shall also carry Employers' Liability Coverage with minimum limits as follows: • $500,000 — Bodily Injury by Disease per employee • $500,000 — Bodily Injury by Disease aggregate • $500,000 — Bodily Injury by Accident B. Commercial General Liability. The company shall maintain Commercial General Liability insurance in a minimum amount of $1,500,000 per occurrence; $2,000,000 annual aggregate. The $2M aggregate threshold can be provided in 2 ways: 1) either strictly through a general liability policy or 2) through a $1.5M general liability policy with an additional umbrella policy where the aggregate totals at least to M. C. Automobile Liability. If a company operates a motor vehicle in performing the Services under an agreement with HUC they should maintain Business Automobile Liability Insurance, including owned, hired, and non -owned automobiles, with a minimum combined single liability limit of $1,000,000 per occurrence. Proprietary Page 7 of 15 Hutchinson Utility Commission Depot Services RFP D. Excess Liability Insurance. Excess liability insurance coverage at a minimum should be M. 12 Coordination with Other Contractors and Other Work During the Engine installation, the Owner may have other work being performed at the Site. Contractor, through Owner, will coordinate activities with other contractors on site in order to ensure that all work under Owner's purview is completed in a timely manner and that all contractors are granted the necessary and required access in order to facilitate their respective work scopes. To this end, there will be a daily coordination meeting to be attended by all contractors on site and the Owner, at a time to be decided. This meeting will be for the purposes of discussing not only coordination issues, but also safety and schedule. 13 Form of Proposal All bidder exceptions must be clearly detailed on the Clarification and Exception table in Exhibit 3. All Extra Work will be performed on a T&M basis, unless agreed otherwise, and awarded under a change order, subject to the terms and conditions agreed upon under the Contract. Contractor shall not proceed with any Extra Work until authorized in writing by the Owner. The following bonds will also be required: a) Bid bond in amount of five percent (5%) of the total bid price; and, b) Performance bonds in the amount of one hundred percent (100%) of the contract price. Along with their proposals, bidders must include, as applicable, the following: a) Current rate sheets, including per diem, for site Field Service Engineer; b) Current rate sheets for Contractor's Depot labor and supervision; c) Detailed work scope for Work occurring at Contractor's Depot; d) Draft schedule for Work with critical path; e) Assumptions associated with the draft schedule included in (d); f) List of anticipated subcontractors for Owner's review/approval; g) A minimum of five (5) project references with client contacts for similar scope of work and gas turbine technology if bidder has not completed similar work at Owner in the prior three (3) years; h) A list of any Owner provided special tooling which may be required to remove and install the Engine from the Gas Turbine (support frames, trolleys, temporary beams, lifting devices, etc.); i) All Owner required support services not included in DOR (Exhibit 2); j) Contractor third party mark ups for rentals, material and subcontractors, and; 14 Submittals Following Award Contractor shall submit the following documents within fourteen (14) Days of Contract award: a) Anticipated crane needs to support installation of Engine; b) QA/QC plan; c) Final scope of work; d) Final schedule; and Proprietary Page 8 of 15 Hutchinson Utility Commission Depot Services RFP e) Site interface requirements such as power, water, air, etc. 15 Terms and Conditions Unless stated to the contrary within the RFP, terms and conditions shall be per Owner's/Contractor's terms attached in Exhibit 4. Payment terms shall be as follows: • Upon PO Acceptance: 50% • Upon engine shipped from facility to the site: 40% • Upon engine installation, completion, and proper commissioning: 10% Proprietary Page 9 of 15 Exhibit I Scope of Work Exhibit 1: Scope of Work 1.1. Exhibit 1 represents the work scope and is in addition or complimentary to the requirements identified in Article 5, Article 6 and Article 7 of this RFP. The following scope is a guideline only and not intended to be a step-by-step instruction or replace bidder's process. Owner is relying on bidder's skills and expertise to perform all necessary assembly, inspections, tests, and commissioning necessary to fulfill the intended scope with Owner providing the following scope as the basis for bidder Proposal. 1.1.1. Engine Test The Seller/Contractor shall perform apost-work scope test on the Engine. The test shall include, but not be limited to, observations of vibration signature, oil consumption/leakage, specific fuel consumption, firing temperature verses power output and lubricating oil temperatures/ pressures. In addition to observed data, the test report shall include the test cell upper and lower allowable limits for all parameters recorded. 1.2. Sellers/Contractors Site 1.2.1. Arrange appropriate transportation logistics from the Sellers/Contractors Depot to the Site. 1.2.2. Logistics must comply with all OEM gas turbine engine transportation requirements. A seismic recording device must be attached to the shipment and be operational throughout transport. A copy of the recorded data shall be supplied to the Owner as soon as practical. 1.2.3. Seller/Contractor to provide, inclusive of all travel and living expenses, a minimum of one (1) Field Service Engineer (FSE) and craft labor with common tools necessary for Engine installation and commissioning support. 1.2.4. Prior to initiating Engine installation, conduct a pre -work meeting with Site personnel to step through work to be performed, safety requirements, job requirements, required Site operator support and lift plans. 1.2.5. HUC and Seller/Contractor shall jointly review seismic recording device information and remove Engine from shipping container and perform visual inspection. 1.2.6. During the Engine installation, Contractor to provide Site personnel, as needed, with disassembly procedures, guidance, oversight, and technical assistance. Contractor shall directly assist Site personnel in installation of the Engine. 1.2.7. Assist in commissioning and start-up of the gas turbine, assuring proper operation and performance up to and including base load. Provide the Owner with a Contractor's Depot report detailing all work scope activities, EMU build records, final configuration, and test report within forty-five (45) Days of Engine installation. Proprietary Page 10 of 15 Exhibit 2 Division of Responsibility Exhibit 2 Division of Responsibility Division of Responsibilities — Site Work Record baseline operating data, including: • Vibrations X • Performance/heat rate data X • Operating pressures and temperatures X Site access X Site security X First aid (limited to first aid capabilities existing at the Site) X Trash receptacles X Provide office space for Contractor X Change area/break room for crew X Provide phone/fax/computer and internet connections X Provide phone/fax/computer hardware X Lavatory/hygiene facilities for Contractor's work crew X Provide adequate lay down area for parts X Plywood for parts laydown X Cribbing X OEM approved Engine Shipping Container X 120/220/480V electrical connection at voltage levels currently available X Service air and service water as required, as available at pressures and volume X Light stands/generators X Protection from the elements for the parts in lay down including space heaters as required X Protection from the elements for work in progress X Site safety orientation X Contractor safety program X Lockout/Tagout, LOTO, (electrical, fuel, etc.) (by Owner supported by Contractor) X X Personal Protective Equipment (PPE) X OEM literature including Operation & Maintenance Manuals and SBs (Contractor to sign for receipt and acknowledgment of same as applicable) X Specialty tools in Owner's possession (as appropriate, to be load tested) X FME procedures X Fencing for work area and FME area(s) (if required) X Proprietary Page 11 of 15 Exhibit 2 Division of Responsibility Division of Responsibilities — Site Work mom Required fire watch personnel X Engine removal and installation procedures X Field Service Engineer(s) X Other engineering and technical support as required X Craft Labor & supervision X Electricians and I&C technicians to disconnect/reconnect instrumentation, devices and Gas Turbine isolation X Electrical disconnect and reconnect wiring & conduit necessary to support Contractor's work scope X Maintenance consumables, (e.g., cleaning rags/solvents, honing stones, etc.) X Hand tools X Power tools X Outage tool kit appropriate for inspections and work scope (if not provided by Contractor) X Oil Spill Kits X Welding machines X Consumable gasses for welding, heating or cutting X Scaffolding — Installing and Removal N/A Scaffolding —Plan, schedule, and direct N/A Fork lift with certified operator X Portable Crane with operator as required X Rigging, chokers, slings, come -a -longs, chainfalls, etc. (must have current inspection stickers) X Service Bulletin review report and implementation plan X X Remove/replace turbine compartment roof, side panels and end panels (as needed) X Site clean up X Visual inspection of the Gas Turbine X X Restoration of power to all systems X Control system calibration of IGV's, VBV's and VSV's X Place Gas Turbine on turning gear X Perform pre -start checks X Start Gas Turbine and perform zero to FSNL checks (Contractor to assist and observe) X Leak check all areas of turbine at first operational run (at crank speed) X Proprietary Page 12 of 15 Exhibit 2 Division of Responsibility Division of Responsibilities — Site Work mom Perform full speed no load checks (excitation, etc.) (Contractor to assist and observe) X Perform any trim balance which might be necessary (Extra Work) Final Unit alignment X Record baseline operating data, including: • Vibrations X • Performance/heat rate data X X • Operating pressures and temperatures X X Technical support for startup support (as necessary) X Waste removal X Proprietary Page 13 of 15 Exhibit 3 Clarifications and Exceptions Exhibit 3: Clarifications and Exceptions Location in RFP Issue Comment Add to table as required Proprietary Page 14 of 15 Exhibit 4 Terms and Conditions Exhibit 4: Terms and Conditions (Placeholder) Proprietary Page 15 of 15 HUTCHINSON UTILITIES COMMISSION��` Board Action Form �r�turscti mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm Agenda Item: Approve Req 009941 Presenter: Mike Gabrielson Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: LM6000 PA Partial Life Engine Exchange unit 1. Exchange our Current LM6000 185-111 that isn't repairable for unit 185-186 BOARD ACTION REQUESTED: Approve Req 009941 Purchase of LM6000 PA Partial Life Engine Exchange Fiscal Impact: $3,460,361.00 Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: HUTCHINSON UTILITIES ra,�itiak° tt ni'i ni'it II Ewa s�io ni GE PACKAGED POWER LLC GE ENERGY PRODUCTS LLC 16415 JACINTOPORT BLVD. HOUSTON, TX 77015 Note Description: LM 6000 PA 185-186 PURCHASE REQUISITION HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST SE HUTCHINSON, MN 55350 Phone:320-587-4746 Fax:320-587-4721 Date Requisition No. 06/18/2024 009941 Required by: Requested by: mgabrielson Item No. part No. Description Qty Unit Due Date Unit Price Ext. Amount LM6000 PARTIAL LIFE EXCHANGE - MFG. PART: 1 1.00 EA 08/17/2024 $3,460,361.00 3,460,361.0 Total: 3,460,361.00 Date Printed: 06/18/2024 Requisitioned By: mgabrielson Page: 1/1 GE VERNOVA Yom • • • M.-IM9=11ff"11• ! i General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. Daniel Cadena Sales Manager GE Vernova Operations, LLC. 16415 Jacintoport Blvd. Houston, TX 77015, US T: 1-404-788-6706 E: Daniel.Cadena@ge.com Mike Gabrielson Production Manager Hutchinson Utilities Commission Exchange of Engine LM6000 PA 185-111 with LM6000 PA 185-186 Dear Mike, GE Vernova Operations, LLC (hereinafter referred to as "Seller") is pleased to provide Hutchinson Utilities Commission (Hereinafter referred to as "Buyer") with this proposal for the following scope change order to exchange the 185-111 engine for 185-186, while keeping the LPT of 185-111. Rather than continue repairs of engine 185-111, Seller proposes to exchange current Buyer's engine LM6000 PA (185- 111), which is currently at Seller's facility, with Seller's Partial Life engine LM6000PA (185-186). The following are some of the features of the Overhauled LM6000 Gas Turbine: • Partial Life LM6000 (PA) Gas Turbine • 100% GE OEM hardware and approved repairs • Engine warranty extension to 24 months from installation into existing Hutchinson package, not including the LPT I look forward to reviewing the benefits of this opportunity with you. If you have any questions about this proposal, please feel free to contact me. Regards, Daniel Cadena Senior Account Manager GE Power Services Aeroderivative Gas Turbines CC: Alexey Beketov, Customer Satisfaction Leader Michael Adegbenro, Commercial Manager Page 2 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. Table of Contents Section1— Technical.............................................................................................. 4 1.1 Workscope...................................................................................................... 4 1.2 Changes........................................................................................................... 4 1.3 Technical Assumptions and Exclusions................................................................ 4 Section 2 —Commercial .......................................................................................... 5 2.1 Pricing - US Dollars............................................................................................ 5 2.2 Notes.............................................................................................................. 5 2.3 Payment Terms and Schedule............................................................................ 6 2.4 Delivery, Transfer of Title, and Risk of Loss.......................................................... 6 2.5 Termination Schedule....................................................................................... 6 2.6 Terms and Conditions....................................................................................... 6 2.7 COVID-19 Acknowledgment............................................................................... 7 2.9 Purchase Order Issuance................................................................................... 7 2.10 Purchase Order Submittal and Acceptance........................................................ 7 Page 3 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. Seller's scope involves: • An exchange of engine between 185-111 (Buyer -owned) and 185-186 (Seller -owned) • An exchange of the LPT from 185-111 to 185-186, at the Depot Facility before shipment to Site • External Inspection (if Customer elects this service) will be conducted based on FieldCore availability and before Engine is installed at site. • The Price shall be adjusted as necessary to take account of (a) Change Orders, or (b) other adjustments specifically provided for in this Proposal. • Storage Costs, additional travel, delays at work, unit restart delays and overtime work out of scope of the project will be considered additional work and will be charged according to Seller's published rates at time of execution and in lieu of any pre-existing agreement. • All local, regional, or special permits (environmental, construction, installation) or certifications for local or regional codes are excluded from the Scope of this proposal. • Seller assumes the Customer will supply consumables (fuel, site power, water, and compressed air) as needed to support the installation and commissioning, which may include multiple startups for troubleshooting. • No modification to any third -party equipment is included in the Seller's scope, including modifications to the Customer's existing DCS for Modbus communication and interface with the package control system. • Inspection Limits will be per IRM limits as applicable. • This proposal assumes that all hardware inside being worked is OEM Hardware and not aftermarket. Buyer is liable for replacement of exchanged hardware that cannot be used due to non -OEM modifications or non -OEM components. • Unless otherwise stated, Seller may use new or overhauled material from inventory at seller's discretion. Page 4 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. NINNIES r . 185-186 List Price (as Partial Life Exchange) $3,749,899.38 Bearing Repair (with approved NCRs) $1,718,690.00 Price Total • Base Scope with all approved NCRs LPT Swap and Site Installation with Site Support • LPT Swap conducted in HSC. $82,890.50 • Engine install expected to last 3 12-hour shifts. • External inspection before installation included. Price Total $5,551,479.88 Total Deal Credits Credit Total • Engine Harvest Credits (1,280,494.00) • Repair NCR Material not installed/consumed Applied PO's PO#009453 ($810,624.28) Incremental Order Amount for Engine Exchange $3,460,361.00 • Pricing assumes Customer engine is delivered & installed before August 151h, 2024. • The bid bond for project "Oil Leak Repair and Depot Services for Hutchinson Utilities Commission" will apply to this project and a new bid bond will be issued for the incremental order amount. This proposal will act as the new governing scope, completion milestone, and performance obligation. • The performance bond for project "Oil Leak Repair and Depot Services for Hutchinson Utilities Commission" will be released upon completion of the Work under this proposal. • Any additional parts, materials or labor required due to incremental scope or Buyer delay will be billed on a Time and Material Basis. • The prices are exclusive of any taxes, local taxes, VAT, withholding taxes, levies or import duties for the seller's parts or materials. • Engine transportation will be provided at no additional cost to Buyer. • Field Services support pricing for installation was paid for in the previous proposal 1629294 and PO #009453. External Inspection Services are included at no extra cost to HUC. • Pricing excludes any engine testing at site or at HSC. • Stage 3-5 VSV Bushings were replaced on 4/12/2024 ahead of a potential order. • This proposal, together with the price contained herein is valid for 30 days from date of issuance. • Seller is allowed a Witness Point during the removal/installation of the LPT of 185-111 onto 185-186. Page 5 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. • Pricing assumes that Buyer's asset/engine contains all GE OEM Hardware and / or GE OEM Hardware with authorized repairs only. Seller reserves the right to adjust pricing if Buyer's asset contains any hardware that does not meet the above requirement. 2.3 Payment Terms and Schedule Seller will invoice Buyer after the completion of each installment for the percentage amount due. Payment terms from invoice date are shown in the tables below. Both PO #009453 and incremental order amount will be governed by the milestone schedule below: ff WN-Voluffron • Delivery of the engine 185-186 will be CPT, "Carriage Paid To" (Incoterms 2020) to Buyer's site. • Delivery and title transfer for Field Services labor and material shall transfer as work is performed. • Seller will take title to engine 185-111, which is currently at Seller's shop. • Title to Seller provided engine 185-186 shall transfer to the Buyer upon arrival at the Buyers Site. • Risk of loss of Seller supplied engine 185-186 shall transfer to Buyer at the place of delivery. • Buyer warrants to Seller and its successors and permitted assignees that the title to the engine 185-111 is free and clear of all liens and encumbrances on the date of transfer and Buyer will defend such title forever against all claims and demands. • Buyer further warrants to Seller that Buyer is the beneficial owner of the removed Parts and that Buyer has full right, power, and authority to execute this Bill of Sale. • Buyer will be responsible for any tax or import duties for the Seller's rotable(s) or materials. Should Buyer decide to cancel the order, they may do so only upon written notice and upon payment of the following cancellation charges on or before the dates on a pro-rata basis. Order Receipt 50% Upon Mobilization of personnel 90% Engine Installation to package 100% Seller's offer is in accordance with Terms and Conditions by and between GE PACKAGED POWER, LLC, a corporation organized under the laws of Delaware ("GE"), and Hutchinson Utilities Commission, a utility owned by the City of Hutchinson, MN organized underthe laws of Minnesota ("Owner"). In the event of any conflict in the Terms and Conditions between this proposal and the GE Packaged Power, LLC & Hutchinson Utilities Commission Terms & Conditions, the GE Packaged Power, LLC & Hutchinson Utilities Commission Terms & Conditions negotiated on March 2023 shall govern. Page 6 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. COVID-19, GEOPOLITICAL CONFLICTS, AND RESPONDING GOVERNMENT ACTIONS: The parties acknowledge that the ongoing COVID-19 pandemic, geopolitical conflicts, and government actions in response thereto are affecting and will continue to affect Seller's ability to deliver goods and services around the world, including, but not limited to, impacts arising from materials shortages, transportation shortages and delays, sanctions preventing receipt or delivery of materials, etc. (an "ONGOING IMPACT"). In the event that an ONGOING IMPACT affects Seller's ability to deliver on time or at the bid price, Seller shall be entitled to an equitable adjustment in schedule and price as appropriate, subject to Seller's obligation to work in good faith with Buyer to mitigate the impact on schedule and/or cost. M Buyer will pay interest to Seller on all amounts not timely paid in accordance with this proposal, at the rate of Secured Overnight Financing Rate (SOFR) + 3% per month, not to exceed the maximum amount permitted by applicable law. Interest will be applied pro rata for each day payment is overdue. Seller will calculate interest due and may include interest due in Seller's invoices." Upon the "Buyer's" decision to submit a purchase order, please address the Purchase order to: Daniel Cadena GE Package Power, LLC. 16415 Jacintoport Blvd. Houston, TX 77015 Daniel.Cadena@ge.com In order to help us expedite acceptance of your purchase order, we have found that if the following information is incorporated it will prove to expedite the order acceptance process: • The GE business entity and address as stated in the proposal. • Annotate the Proposal Number on face of purchase order. • Acceptance of Terms and Conditions per this proposal This proposal submitted by: Name: Daniel Cadena Title: Aero Services Senior Sales Manager For: GE Package Power, LLC Date: June 191h, 2024. Upon acceptance, this Proposal shall constitute the entire agreement between the parties and any understanding, promise, representation, warranty, or conditions not incorporated herein shall not be binding on either party: This Proposal is accepted by: Signature: Name: Title: Page 7 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. For: Date: Page 8 of 8 General Electric Company Proprietary Information The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited.