01-29-2025 HUCCPHUTCHINSON UTILITIES COMMISSION
AGENDA
REGULAR MEETING
January 29, 2025
3:00 p.m.
Swearing in of Commissioner Tom Lambert
1. CONFLICT OF INTEREST
2. COMMISSION REORGANIZATION
a.
President — Matt Cheney
b.
Vice President — Troy Pullis
C.
Appoint Secretary — Kathy Silvernale
d.
Appoint Legal Council
e.
Appoint Recording Secretary
f.
Designate Depositories for Utility Funds
i. Citizens Bank & Trust
ii. Wells Fargo Bank
iii. Wells Fargo Advisors
iv. Home State Bank
v. Morgan Stanley
vi. Cetera Investment Services
3. APPROVE CONSENT AGENDA
a. Approve Minutes
b. Ratify Payment of Bills
4. APPROVE FINANCIAL STATEMENTS
5. OPEN FORUM
6. COMMUNICATION
a. City Administrator
b. Divisions
C. Human Resources
d. Legal
e. General Manager
7. POLICIES
a. Review Policies
i. Section 1 of Exempt Handbook
ii. Section 1 of Non -Exempt Handbook
b. Approve Changes
8. UNFINISHED BUSINESS
9. NEW BUSINESS
a. Review Annual Solar Production
b. Approve Cogeneration and Small Power Production Tariff
C. Review 2024 Distributed Energy Resources Generation Report
d. Approve Control System Upgrade Wartsila Unit #5 sWOIS Contract
e. Approve DGR Engineering Task Order #9 — Plant #1 Substation 115kV
Conversion
f. Approve DGR Engineering Task Order #10 — McLeod Substation
Relay Upgrade
g. Approve GRE SOW — Hutchinson Substation Metering
h. Award Hutchinson Substation Construction Contract to Hydaker-
Wheatlake Co.
i. Approve Req#010119 Air Stack Emission Testing Plant 1 and Plant 2
10. ADJOURN
MINUTES
Regular Meeting — Hutchinson Utilities Commission
Wednesday, December 18, 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
Also present: Tom Lambert
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 decreased with the bond
payments that were made in November. Salaries and Benefits were down due to the
error discussed last month when amounts were higher, year to date numbers are
correct.
GM Carter reviewed bench mark and financial ratios and the trending of the 2024
Budget. Investments were also reviewed.
Motion by Commissioner Silvernale, second by Commissioner Hanson to Approve
the Financial Statements. Motion carried unanimously.
4. Open Forum
Welcomed Tom Lambert, future Commissioner
5. Communication
a. City Administrator —Matthew Jaunich —
i. Working on year end
ii. Potential with residential, commercial and industrial for next year
b. Divisions
i. Dan Lang, Engineering Services Manager — Nothing to report
ii. Dave Hunstad, Electric Transmission/Distribution Manager —Absent
iii. Mike Gabrielson, Production Manager — Nothing to report
iv. Jared Martig, Financial Manager- Nothing to Report
c. Human Resources — Angie Radke -
1. Working on Year End items
1
d. Legal — Marc Sebora — Nothing to report
e. General Manager — Jeremy Carter
i. Wrapping up Year End
ii. Natural Gas Update
6. Policies
a. Review Policies
No Policies to Review
b. Approve Changes
No Changes to Policies
7. Unfinished Business
8. New Business
a. Approve 2025 Non -Union Pay Grid and Job Position Reclassification
GM Carter presented approval of 2025 Non -Union Pay Grid and Job Position
Reclassification. GM Carter reviewed the statistical findings along with stating
that the pay grid customarily matches the Union contract that has been put in
place. Along with the Pay Grid adjustment, Staff also recommends the
reclassification of Account Supervisor. With the elimination of Computer System
Analyst position, portions of that position were combined with the Account
Supervisor position. Staff used a 3rd party for the reclassification.
Motion by Commissioner Pullis, second by Commissioner Silvernale to Approve
2025 Non -Union Pay Grid and Job Position Reclassification. Motion carried
unanimously.
b. Approve 2025 Electric and Natural Gas Operating Budgets and 5 Year CIP
GM Carter presented for approval the 2025 Electric and Natural Gas Operating
Budgets and 5 Year CIP. At the November 27, 2024 Commission meeting a high-
level overview of the 2025 budgets were reviewed and discussed in detail. Since
that time, there have been no adjustments to the preliminary budget. The current
budget reflects a 4.5% grid shift for non -union employees and a general wage
adjustment of 4.5% for union members. Commissioners are comfortable with how
the budgets and CIP were presented and thanked the Staff for the hard work
throughout the year.
Motion by Commissioner Cheney, second by Commissioner Pullis to Approve
2025 Electric and Natural Gas Operating Budgets and 5 Year CIP. Motion carried
unanimously.
2
c. Conduct the Performance Review of Hutchinson Utilities Commission General
Manager Pursuant to Minnesota Statute 13D.05 Subd. 3(a)
President Martinez introduced the agenda item, the General Manager's annual
performance review. President Martinez advised GM Carter that he has the option
to have the performance review conducted as either an open session or a closed
session of the Utility Commission. GM Carter indicated his decision to have the
review as part of a closed session.
President Martinez entertained a motion to go into closed session to conduct the
twelve-month (annual) performance review as permitted under Minnesota Statute
13D.05, Subdivision 3(a). Motion by Commissioner Hanson, second by
Commissioner Cheney to go into closed session to conduct the General Manager's
performance review. The motion passed unanimously. The Commission then
proceeded into a closed session at 3.24 p.m.
3
Hutchinson Utilities Commission
Summary of Closed Meeting Proceedings
General Manager Performance Appraisal
Wednesday, December 18, 2024
On December 18, 2024, the Hutchinson Utilities Commission conducted a closed meeting for the
annual performance appraisal for General Manager, Jeremy Carter. Individuals present included
General Manager Jeremy Carter, Commission Members Don Martinez, Matt Cheney, Kathy
Silvernale, Anthony Hanson, and Troy Pullis, Attorney Marc Sebora, and Administrative/HR
Coordinator Angie Radke. Mr. Carter exercised his right to close the proceedings to the public as
permitted under Minnesota Statute 13D.05, Subdivision 3(a).
Motion by Hanson, second by Cheney to go into closed session to conduct the General Manager's
performance review. The motion passed unanimously. The Commission then proceeded into a
closed session at 3:24 p.m.
The Commission reviewed Mr. Carter's performance for the current calendar year. The review is
required per the terms of the employment contract in place between the Hutchinson Utilities
Commission and General Manager Carter.
Mr. Carter's performance was evaluated in the following areas: Organizational Management,
Fiscal/Business Management, Program Development, Relationship & Communication with the
Commission, Long -Range Planning, and Relationships with Public & Outside Organizations. The
consensus of the Commission is that Mr. Carter's cumulative performance for the review period
was found to be 4.09 on the rating scale of 0 — 5, and per the Hutchinson Utilities Commission, is
outstanding on the ratings scale.
The employment contract between Hutchinson Utilities and Mr. Carter indicates that salary
increases for the General Manager are subject to the provisions of the Compensation Plan section
of the Hutchinson Utilities Commission Exempt Employee Handbook.
Motion by Pullis, second by Cheney to close the closed session. The motion passed unanimously.
The Commission moved back into open session at 4:09 p.m.
Motion by Silvernale, second by Pullis to approve a 5% salary increase according to the compiled
results of the GM Review. The motion carried unanimously.
Motion to adjourn by Pullis, second by Hanson. The motion carried unanimously, and the
meeting adjourned at 4:10 p.m.
ATTEST:
Don Martinez, President
12
Kathy Silvernale, Secretary
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HUTCHINSON UTILITIES COMMISSION
COMBINED DIVISIONS
FINANCIAL REPORT FOR DECEMBER, 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)
11��������������
2024 2023 p %Chnq 2024 2023 p . %Chnq Full Yr Bud %of Bud
$ 3,391,382 $ 3,070,636 $ 320,746
$ 395,616 $ 340,874 $ 54,742
$ 172,466 $ 77,446 $ 95,020
$ 60,383 $ 59,960 $ 424
$ 555,477 $ 615,065 $ (59,588)
$ 69,558 $ 68,048 $ 1,510
$ 4,644,882 $ 4,232,028 $ 412,853
10.4% $ 35,147,936 $ 34,911,983 $ 235,953 0.7% $ 37,151,166 94.6%
16.1% $ 3,656,427 $ 5,120,534 $ (1,464,107) (28.6%) $ 3,681,000 99.3%
122.7% $ 2,003,454 $ 1,049,016 $ 954,437 91.0% $ 2,108,203 95.0%
0.7% $ 724,600 $ 719,517 $ 5,083 0.7% $ 724,600 100.0%
(9.7%) $ 1,925,662 $ 1,119,469 $ 806,193 72.0% $ 481,893 399.6%
2.2% $ 970,815 $ 970,328 $ 487 0.1% $ 783,457 123.9%
9.8' $ 44,428,893 $ 43,890,847 $ 538,046 1.2% $ 44,930,319 98.9%
$ 801,760 $ 846,567 $ (44,808) (5.29%) $ 7,901,745 $ 7,334,808 $ 566,937 7.7% $ 7,969,960 99.1%
$ 2,092,174 $ 1,921,563 $ 170,610 8.9% $ 19,167,749 $ 19,688,330 $ (520,581) (2.6%) $ 20,379,028 94.1%
$ 157,349 $ 208,885 $ (51,536) (24.7%) $ 2,522,972 $ 3,009,524 $ (486,552) (16.2%) $ 2,755,000 91.6%
$ 89,905 $ 56,167 $ 33,738 60.1% $ 1,199,532 $ 1,373,763 $ (174,232) (12.7%) $ 1,364,260 87.9%
$ 301,045 $ 364,394 $ (63,348) (17.4%) $ 4,230,197 $ 4,423,776 $ (193,579) (4.4%) $ 4,430,000 95.5%
$ 222,269 $ 218,671 $ 3,598 1.6% $ 2,667,228 $ 2,624,053 $ 43,175 1.6% $ 2,667,226 100.0%
$ 363,093 $ 521,786 $ (158,693) (30.4%) $ 3,539,440 $ 3,020,689 $ 518,751 17.2% $ 3,268,836 108.3%
$ 49,688 $ 58,538 $ (8,850) (15.1%) $ 693,606 $ 779,410 $ (85,804) 11.0% $ 702,457 98.7%
$ 4,077,282 $ 4,196,571 $ (119,289) (2.8%) $ 41,922,468 $ 42,254,354 $ (331,886) (0.8%) $ 43,536,767 96.3%
S 567,600 S 35.457 S 532,142 1,500.8%1 2,506,425 S 1,636,493 S 869,932 53.2% S 1,393,552 179.9%
December
December
YTD
YTD
2024
HUC
2024
2023
Change
2024
2023
Change
Budget
Target
Gross Margin %:
27.7%
25.6%
2.2%
33.2%
31.9%
1.2%
33.6%
flmlll�
Operating Income Per Revenue $ (%):
0.0%
-15.3%
15.3%
1.2%
1.3%
-0.1%
2.3%
flm���llll l
Net Income Per Revenue $ (%):
12.2%
0.8%
11.4%
5.6%
3.7%
1.9%
3.1%
Notes/Graphs:
December Financial Statements are always difficult to compare to previous year due to GASB and other year-end entries. Below are some of the significant
entries.
Salaries and Benefits had a large December 2023 increase due mostly to a YE GASB entry for PERA liablilities which increased expenses in 2023 by $174,465
split $130,848 to electric and $43,617 to gas. The 2024 entry has not been done yet as the PERA report is not out yet. It is expected that PERA investments
did better this year so HUC expenses could go down as a result. If the PERA liability goes down then HUC's expense will go down as well. This is a non -cash
entry.
Another year-end entry that does not affect cash but is required is a mark to market adjustment to adjust the value of HUC investments. Investments that
are at lower interest rates than the current market rates will see a decrease in market value. This was especially apparent in 2022 because of the dramatic
rise in interest rates. The end result for 2022 was a significant declince in HUC's investment portfolio value. However, since HUC holds investments to
maturity these losses based on current market values will not be realized. The investments rebounded some in 2023 and again in 2024 with more steady
interest rates. The difference in the journal entries with the 2023 entry reversal is $113,980 split equally between divisions.
HUTCHINSON UTILITIES COMMISSION
ELECTRIC DIVISION
FINANCIAL REPORT FOR DECEMBER, 2024
RWIffiW®Rri ,
100% of Year Comp.
2024
2023
Di .
%Chna
2024
2023
Di .
%Chna
Full YrBud
%of Bud
Electric Division
Customer Revenue
$
1,932,545
$
1,761,470
$ 171,075
9.7%
$ 23,860,523
$ 22,935,074
$ 925,449
4.0%
$ 24,902,363
95.8%
Sales for Resale
$
395,616
$
340,874
$ 54,742
16.1%
$ 3,656,427
$ 5,120,534
$ (1,464,107)
(28.6%)
$ 3,681,000
99.3%
Other Revenues
$
234,395
$
376,316
$ (141,921)
(37.7%)
$ 541,648
$ 580,945
$ (39,297)
(6.8%)
$ 188,770
286.9%
Interest Income
$
36,382
$
35,418
$ 965
2.7%
$ 502,346
$ 502,108
$ 238
0.0%
$ 408,457
123.0%
TOTAL REVENUES
$
2,598,939
$
2,514,079
$ 84,861
3.4%
$ 28,560,943
$ 29,138,661
$ (577,717)
(2.0%)
$ 29,180,590
97.9%
Salaries & Benefits $ 664,374 $ 578,809 $ 85,565
Purchased Power $ 1,136,814 $ 1,032,482 $ 104,332
Transmission $ 157,349 $ 208,885 $ (51,536)
Generator Fuel/Chem. $ 89,905 $ 56,167 $ 33,738
Depreciation $ 209,277 $ 271,600 $ (62,323)
Transfers (Elect./City) $ 172,534 $ 169,911 $ 2,623
Operating Expense $ 257,095 $ 444,170 $ (187,075)
Debt Interest $ 32,771 $ 35,305 $ (2,533)
TOTAL EXPENSES $ 2,720,119 $ 2,797,329 $ (77,210)
NET PROFIT/(LOSS) $ (121,180) $ (283,251) $ 162,071
14.8% $ 5,987,979 $ 5,461,614 $ 526,365
10.1% $ 11,904,189 $ 12,053,183 $ (148,993)
(24.7%) $ 2,522,972 $ 3,009,524 $ (486,552)
60.1% $ 1,199,532 $ 1,373,763 $ (174,232)
(22.9%) $ 3,122,374 $ 3,326,461 $ (204,087)
1.5% $ 2,070,403 $ 2,038,931 $ 31,472
(42.1%) $ 2,489,924 $ 2,134,348 $ 355,576
(7.2%) $ 421,123 $ 450,423 $ (29,300)
(2.8%) $ 29,718,495 $ 29,848,246 $ (129,751)
(57.2%) $ (1,157,552) $ (709,585) $ (447,967)
9.6% $ 5,777,096 103.7%
(1.2%) $ 12,638,152 94.2%
(16.2%) $ 2,755,000 91.6%
(12.7%) $ 1,364,260 87.9%
(6.1%) $ 3,330,000 93.8%
1.5% $ 2,070,402 100.0%
16.7% $ 2,111,928 117.9%
6.5% $ 423,657 99.4%
(0.4%) $ 30,470,495 97.5%
63.1% $ (1,289,905) 89.7%
��i �0ri r ii�������������i �I I iiiii�ffftttitt�������
r
�fi�i�V�(If(�if�����ii���������������
o
100�6 of Year Comp.
2024
2023
Di .
%Chna
2024
2023
Di .
%Chna
Full YrBud
%of Bud
Electric Division
Residential
4,631,212
4,339,746
291,466
6.72%
52,253,044
53,848,241
(1,595,197)
(2.96%)
54,084,350
96.6%
All Electric
316,711
253,624
63,087
24.87%
2,242,174
2,456,479
(214,305)
(8.72%)
2,585,300
86.7%
Small General
1,540,907
1,422,831
118,076
8.30%
17,334,013
18,394,997
(1,060,984)
(5.77%)
18,348,996
94.5%
Large General
5,978,010
5,568,050
409,960
7.36%
77,961,863
79,393,020
(1,431,157)
(1.80%)
83,540,973
93.3%
Industrial
8,639,000
7,394,000
1,245,000
16.84%
109,141,000
106,372,000
2,769,000
2.60%
113,841,379
95.9%
Total KWH Sold
21,105,840
18,978,251
2,127,589
11.21%
258,932,094
260,464,737
(1,532,643)
(0.59%)
272,400,998
95.1%
December
December
YTD
YTD
2024
HUC
2024
2023
Change
2024
2023
Change
Budget
Target
Gross Margin %:
17.0%
16.9%
0.1%
26.7%
26.4%
0.3%
27.1%
���IIIIII
Operating Income Per Revenue
$ (%):
-15.0%
-29.1%
14.2%
-5.9%
-4.1%
-1.7%
-4.6%
Net Income Per Revenue $ (%):
-4.7%
-11.3%
6.6%
-4.1%
-2.4%
-1.6%
-4.4%
Customer Revenue per KWH:
$0.0916
$0.0928
-$0.0013
$0.0921
$0.0881
$0.0041
$0.0914
Total Power Supply Exp. per KWH:
$0.0920
$0.0927
-$0.0008
$0.0783
$0.0797
-$0.0013
$0.0769 $0.0769
Notes/Graphs:
Net Loss decreased by $162,071 over December 2023. Some of this can be attributed to noncash GASB entries discussed on combined report. Customer
Revenues increased in large part because it was colder than the unseasonably warm December 2023.
Sales for Resale of $395,616 consisted of $152,366 in market sales, $98,000 in capacity sales to Rice Lake, and $145,250 in capacity sales to AEP. December
2023 Sales for Resale of $340,874 included $96,624 in market sales, $98,000 in capacity sales to Rice Lake, $146,250 in capacity sales to AEP. December 2022
Sales for Resale of $581,415 consisted of $70,819 in market sales, $98,000 in capacity sales to Rice Lake, $146,250 in capacity sales to AEP, and $266,346 in
tolling and energy sales to Dynasty Power.
Overall Purchased Power increased by $104,332. MRES purchases increased by $30,173 and market purchases/MISO costs increased by $74,159.
The average cost of MISO power was $27.68/mwh (2,029 mwh's purchased), compared to $27.58/mwh (1,608 mwh's purchased) in December 2023.
re was no Power Cost Adjustment for the month leaving the total at $556,670 YTD.
re was no Power Cost Adjustment for December 2023 and $305,137 YTD.
HUTCHINSON UTILITIES COMMISSION
GAS DIVISION
FINANCIAL REPORT FOR DECEMBER, 2024
Wf}i �MON�l�
100% of Year Comp.
2024
2023
Di .
%Chna
2024
2023
Di .
%Chna
Full YrBud
%of Bud
Gas Division
Customer Revenue
$
1,458,837
$
1,309,166
$ 149,671
11.4%
$ 11,287,413
$ 11,976,909
$
(689,496)
(5.8%)
$
12,248,803
92.2%
Transportation
$
172,466
$
77,446
$ 95,020
122.7%
$ 2,003,454
$ 1,049,016
$
954,437
91.0%
$
2,108,203
95.0%
Electric Div. Transfer
$
60,383
$
59,960
$ 424
0.7%
$ 724,600
$ 719,517
$
5,083
0.7%
$
724,600
100.0%
Other Revenues
$
321,082
$
238,749
$ 82,333
34.5%
$ 1,384,014
$ 538,524
$
845,490
157.0%
$
293,123
472.2%
Interest Income
$
33,175
$
32,630
$ 545
1.7%
$ 468,469
$ 468,220
$
250
0.1%
$
375,000
124.9%
TOTAL REVENUES
$
2,045,942
$
1,717,950
$ 327,993
19.1%
$ 15,867,950
$ 14,752,186
$
1,115,764
7.6%
$
15,749,729
100.8%
Salaries & Benefits
$
137,385
$
267,758
$ (130,373)
(48.7%)
$ 1,913,766
$ 1,873,195
$
40,571
Purchased Gas
$
955,359
$
889,081
$ 66,278
7.5%
$ 7,263,559
$ 7,635,147
$
(371,588)
Operating Expense
$
105,998
$
77,616
$ 28,383
36.6%
$ 1,049,516
$ 886,341
$
163,175
Depreciation
$
91,768
$
92,794
$ (1,025)
(1.1%)
$ 1,107,823
$ 1,097,315
$
10,508
Transfers (City)
$
49,735
$
48,760
$ 975
2.0%
$ 596,825
$ 585,122
$
11,703
Debt Interest
$
16,917
$
23,233
$ (6,317)
0.0%
$ 272,483
$ 328,988
$
(56,504)
TOTAL EXPENSES
$
1,357,163
$
1,399,242
$ (42,079)
(3.0%)
$ 12,203,973
$ 12,406,108
$
(202,135)
NET PROFIT/(LOSS)
$
688,779
$
318,708
$ 370,071
116.1%
$ 3,663,977
$ 2,346,078
$
1,317,899
Gas Division
2.2%
$ 2,192,864
87.3%
(4.9%)
$ 7,740,876
93.8%
18.4%
$ 1,156,908
90.7%
1.0%
$ 1,100,000
100.7%
2.0%
$ 596,824
100.0%
L7.2%
$ 278,800
97.7%
(1.6%)
$ 13,066,272
93.4%
56.2%
$ 2,683,457
136.5%
Ilrtrtl �������������������������� � Yfm � rtrf � �lmmlff��������llll���������� � 100% of Year Comp.
2024 2023 Di %Chnq 2024 2023 Di %Chnq Full YrBud %of Bud
Residential
69,331,403
52,190,034
17,141,369
32.84%
367,176,151
397,209,731
(30,033,580)
(7.56%)
450,091,000
81.6%
Commercial
49,344,212
37,294,974
12,049,238
32.31%
282,949,225
309,694,761
(26,745,536)
(8.64%)
350,477,000
80.7%
Industrial
90,583,827
71,909,581
18,674,246
25.97%
773,724,270
786,468,863
(12,744,593)
(1.62%)
908,618,000
85.2%
Total CF Sold
209,259,442
161,394,589
47,864,853
29.66%
1,423,849,646
1,493,373,355
(69,523,709)
(4.66%)
1,709,186,000
83.3%
December December YTD YTD 2024 HUC
2024 2023 Change 2024 2023 Change Budget Target
Gross Margin %:
42.6%
38.3%
4.4%
45.9%
43.2%
2.7%
46.0% III
Operating Income Per Revenue $ (%):
20.7%
4.9%
15.8%
15.2%
12.5%
2.7%
15.5%
Net Income Per Revenue $ (%):
33.7%
18.6%
15.1%
23.1%
15.9%
7.2%
17.0% IIIIIIIIIIIIIIIIII III
Contracted Customer Rev. per CF:
$0.0067
$0.0074
-$0.0007
$0.0067
$0.0064
$0.0003
$0.0060
Customer Revenue per CF:
$0.0072
$0.0086
-$0.0015
$0.0092
$0.0096
-$0.0004
$0.0083 IIIIIIIIIIIIIIIIII
Total N.G. Supply Exp. per CF:
$0.0047
$0.0056
($0.0009)
$0.0053
$0.0052
$0.0001
$0.0048 $0.0048
December Net Income increased by $370,071 in large part due to the noncash entries discussed on combined report and colder temperatures discussed
on electric income statement. In addition, Heartland Corn Transportation revenue started in December 2024 along with final billings to reimburse HUC for
expenses incurred on projects.
December 2024 Fuel Credit Adjustment was $1.35692/MCF crediting customers $165,613 for the month and $443,659 YTD.
December 2023 FCA was $.34849/MCF bringing in an additional $32,153 for the month and $74,063 YTD.
Current Assets
Unnestricted/Undesignated 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
DECEMBER 31, 2024
Electric Gas Total
Division Division 2024
(522,212.90) 13,351,248.60 12,829,035.70
680.00 170.00 850.00
2,750,000.00 700,000.00 3,450,000.00
1,345,802.00 596,824.00 1,942,626.00
478,180.54 - 478,180.54
- 615,294.19 615,294.19
800,000.00 200,000.00 1,000,000.00
Total Net Change
2023 Total (YTD)
16,721,732.56 (3,892,696.86)
850.00 -
3,450,000.00 -
1,942,626.00 -
503,362.69 (25,182.15)
626,564.78 (11,270.59)
1,000,000.00 -
98,604.67
-
98,604.67
98,638.02
(33.35)
-
181,916.63
181,916.63
181,150.00
766.63
1,183,656.00
2,072,000.00
3,255,656.00
3,255,656.00
-
6,134,710.31
17,717,453.42
23,852,163.73
27,780,580.05
(3,928,416.32)
1,777,682.83
1,455,301.04
3,232,983.87
3,265,373.20
(32,389.33)
74,314.28
74,314.29
148,628.57
141,412.63
7,215.94
1,851,997.11
1,529,615.33
3,381,612.44
3,406,785.83
(25,173.39)
1,998,097.16
545,265.83
2,543,362.99
2,500,142.67
43,220.32
71,054.41
27,868.13
98,922.54
234,668.53
(135,745.99)
396,954.30
-
396,954.30
318,168.11
78,786.19
741,556.00
-
741,556.00
741,556.00
-
-
247,185.00
247,185.00
247,185.00
-
3,207,661.87
820,318.96
4,027,980.83
4,041,720.31
(13,739.48)
11,194,369.29 20,067,387.71
690,368.40
3,899,918.60
113,787,583.32
43,426,992.03
(73,423,633.63)
(22,454,300.70)
8,681,679.27
1,373,310.65
49,735,997.36 26,24.5,920.58
31,261,757.00 35,229,086.19 (3,967,329.19)
4,590,287.00
4,590,287.00
-
157,214,575.35
157,215,301.95
(726.60)
(95,877,934.33)
(91,647,737.31)
(4,230,197.02)
10,054,989.92
1,778,903.05
8,276,086.87
75,981,917.94
71,936,754.69
4,045,163.25
Total Assets 60,930,366.65 46,313,308.29 107,243,674.94 107,165,840.88 77,834.06
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
DECEMBER 31, 2024
Electric Gas Total
Division Division 2024
790,000.00
19, 546.00
2,855,251.04
32,771.33
150,012.54
3,847,580.91
11,750,000.00
432,152.40
2,776,372.00
64,096.00
569,807.22
208,347.54
998,815.00
16,799,590.16
1,980,000.00
185,608.32
1,224,389.59
16,916.65
47,953.50
3,454,868.06
2,080,000.00
170,140.59
925,458.00
21,365.00
169,522.80
37,374.19
332,938.00
3,736,798.58
2,770,000.00
185,608.32
19, 546.00
4,079,640.63
49,687.98
197,966.04
7,302,448.97
11,750,000.00
2,080,000.00
602,292.99
2,776,372.00
64,096.00
925,458.00
21,365.00
739,330.02
245,721.73
998,815.00
332,938.00
20,536,388.74
Total Net Change
2023 Total (YTD)
2, 655, 000.00 115, 000.00
185,608.32 -
- 19,546.00
3, 907, 305.66 172, 334.97
58,538.03 (8,850.05)
167,238.27 30,727.77
6,973,690.28 328,758.69
12,540,000.00
(790,000.00)
4,060,000.00
(1,980,000.00)
821,358.27
(219,065.28)
2,776,372.00
-
64,096.00
-
925,458.00
-
21,365.00
-
718,594.32
20,735.70
153,920.05
91,801.68
998,815.00
-
332,938.00
-
23,412,916.64 (2,876,527.90)
40,283,195.58 39,121,641.65 79,404,837.23 76,779,233.96 2,625,603.27
40,283,195.58 39,121,641.65 79,404,837.23 76,779,233.96 2,625,603.27
Total Liabilities and Net Position 60,930,366.65 46,313,308.29 107,24674.94 107,165,840.88 77,834.06
Hutchinson Utilities Commission
Cash -Designations Report, Combined
12/31/2024
Financial
Institution
Current Interest Rate
Annual
Interest
Balance,
December 2024
Balance,
November 2024
Change in
Cash/Reserve
Position
Savings, Checking, Investments varies varies varies 23,852,163.73 26,582,894.88 (2,730,731.15)
Total Operating Funds 23,852,163.73 26,582,894.88 (2,730,731.15)
Debt Reserve Requirements
Debt Reserve Requirements
Total Restricted Funds
Operating Reserve
Rate Stabalization Funds
PILOT Funds
Catastrophic Funds
Capital Reserves
Total Designated Funds
Bond Covenants - sinking fund
Bond Covenants -1 year Max. P & I
Min 60 days of 2025 Operating Bud.
Charter (Formula Only)
Risk Mitigation Amount
5 Year CIP (2025-2029 Fleet & Infrastructure Maintenance)
280, 5 21.30 280, 5 21.30
3,255,656.00 3,255,656.00 -
3,536,177.30 3,255,656.00 280,521.30
6,542,569.17
6,631,467.17
(88,898.00)
1,093,474.73
1,156,258.77
(62,784.04)
1, 942, 626.00
1, 942, 626.00
1, 000, 000.00
1, 000, 000.00
3,450,000.00
3,450,000.00
14,028,669.90
14,180,351.94
(151,682.04)
YE
YE
YE
YE
YTD
HUC
2020
2021
2022
2023
2024
Target
Debt to Asset 32.3%
30.8%
31.4%
28.6%
26.0%
III
Current Ratio 5.67
5.22
4.47
4.48
3.67
RONA 3.62%
0.41%
-1.38%
1.96%
2.63%
Change in
Cash Balance (From 12131114 to 1213112024)
Month End
Electric
Elec. Change
Natural Gas
Gas Change
Total
Total Change
12/31/2024
6,134,710
17,717,453
23,852,164
12/31/2023
12,158,338
(6,023,628)
15,622,242
2,095,211
27,780,580
(3,928,416)
12/31/2022
11,633,212
525,126
15,450,554
171,688
27,083,766
696,815
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
12/31/2024
Change in
Financial
Annual
Balance,
Balance,
Cash/Reserve
Institution
Current Interest Rate
Interest
December 2024
November 2024
Position
Savings, Checking, Investments varies varies varies 23,852,163.73 26,582,894.88 (2,730,731.15)
Total HUC Operating Funds 23,852,163.73 26,582,894.88 (2,730,731.15)
Debt Restricted Requirements
Debt Restricted Requirements
Total Restricted Funds
Bond Covenants - sinking fund
Bond Covenants -1 year Max. P & 1
98,604.67
1,183,656.00
1,282,260.67
1,183,656.00
1,183,656.00
98,604.67
-
98,604.67
Excess Reserves Less Restrictions,
Electric
4,852,449.64
6,140,833.62
(1,288,383.98)
I I 11 1 1 J 1 II JJ 1
Operating Reserve
Min 60 days of 2025 Operating Bud.
4,578,753.17
4,593,259.83
(14,506.67)
Rate Stabalization Funds
$400K-$1.2K
478,180.54
540,964.58
(62,784.04)
PILOT Funds
Charter (Formula Only)
1,345,802.00
1,345,802.00
Catastrophic Funds
Risk Mitigation Amount
800,000.00
800,000.00
Capital Reserves
5 Year CIP (2025-2029 Fleet & Infrastructure Maintenance)
2,750,000.00
2,750,000.00
Total Designated Funds
9,952,735.71
10,030,026.41
(77,290.71)
Excess Reserves Less Restrictions
& Designations, Electric
00
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%
33.9%
39.8%
Current Ratio
6.18 5.70 4.96 4.35
2.38
3.75
RONA
2.5% -1.2% -4.2% -0.9%
-2.1%
NA
>0%
Hutchinson Utilities Commission
Cash -Designations Report, Gas
12/31/2024
Change in
Financial
Annual
Balance,
Balance,
Cash/Reserve
Institution
Current Interest Rate
Interest
December 2024
November 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 23,852,163.73 26,582,894.88 (2,730,731.15
23,852,163.73 26,582,894.88 (2,730,731.15
Min 60 days of 2025 Operating Bud.
$200K-$600K
Charter (Formula Only)
Risk Mitigation Amount
5 Year CIP (2025-2029 Fleet & Infrastructure Maintenance)
181,916.63 181,916.63
2,072,000.00 2,072,000.00 -
2,253,916.63 2,072,000.00 181,916.63
1,963,816.00
2,038,207.33 (74,391.33)
615,294.19
615,294.19
596,824.00
596,824.00
200,000.00
200,000.00
700,000.00
700,000.00
4,075,934.19
4,150,325.52 (74,391.33)
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%
15.5%
35%-50%
Current Ratio 5.18
4.79
4.06
4.61
5.08
1.0-3.0
RONA 5.3%
2.9%
3.0%
6.2%
9.1%
2%-5%
ELECTRIC DIVISION
Operating Revenue
December 2024
CLASS
AMOUNT
KWH
/KWH
Street Lights
$31,071.80
822
$0.0545
Electric Residential Service
$509,559.55
4,631,212
$0.1100
All Electric Residential Service
$31,695.88
316,711
$0.1001
Electric Small General Service
$163,190.98
1,540,907
$0.1059
Electric Large General Service
$539,371.09
5,978,010
$0.0902
Electric Large Industrial Service
$657,655.95
8,639,000
$0.0761
Total
$1,932,545.25
21,106,662
$0.0916
Power Adjustment
$0.00000
Rate Without Power Adjustment
$0.09156
Electric Division Year -to -Date
® 2024 $ Amount ❑ 2023 $ Amount ® 2024 KWH110 ❑ 2023 KWH110
20,000,000
18,000,000
16,000,000
14,000,000
12,000,000
10,000,000
8,000,000
6,000,000
4,000,000
2,000,000
0
Street Lights Residential All Elec. Resid. Small Gen. Srv. Large Gen. Srv. Large Industrial For Resale Total
NOTE: Sales for resale includes capacity sales and energy for resale
NATURAL GAS DIVISION
Operating Revenue
December 2024
CLASS
AMOUNT
MCF
/MCF
Residential
$499,582.84
69,331
$7.2057
Commercial
$349,899.23
49,344
$7.0910
Large Industrial
$24,771.57
3,526
$7.0257
Large Industrial Contracts
$584,583.01
87,058
$6.7149
Total
$1,458,836.65
209,259
$6.9714
Fuel Adjustment-$1.35692
Rate Without Fuel Adjustment $8.32835
Natural Gas Division Year -to -Date
® 2024 $ Amount ❑ 2023 $ Amount M 2024 MCF ❑ 2023 MCF
9,000,000
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
Gas Residential Gas Commercial Large Industrial Large Industrial Total
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Load Duration Curve: Analysis of 25MW Base Load Contract
2016 2017 2018 2019 2020 2021 2022 2023 2024
295777 290586 292490 283707 281503 292952 283785 272502 268360
219600 219000 219000 219000 219600 219000 219000 219000 219600
74.2% 75.4% 74.9% 77.2% 78.0% 74.8% 77.2% 80.4% 81.8%
322 302 346 588 540 362 570 1062 1083
3.7% 3.4% 3.9% 6.7% 6.1% 4.1% 6.5% 12.1% 12.3%
581 560 650 1337 1156 929 1361 2411 2357
0.3% 0.3% 0.3% 0.6% 0.5% 0.4% 0.6% 1.1 % 1.1 %
SOURCE MWh
MIRES 219,600 82%
MISO 28,749 11 %
HUC GENERATION 20,011 7%
Total system load (MWh)
Total base load energy purchased (MWh)
% of system load provided by base load contract
Number of hours system load was less than 25 MW
Percentage of time system load was less than 25 MW
Base load MWh resold into MISO (system load was less than 25 MW).
% of base load energy resold (system load was less than 25 MW).
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Work
Order DeE5fijqti2p
Materials
12203 Plant 2 Air Dryer
-
12204 Cooling Tower Repairs
138,695.00
12401 Tuck Pointing Phase 2
140,000.00
12402 Plant 1 Combustible Gas Detection System
100,000M
12403 SWOIS Computer Upgrade U5
490,000.00
12404 Plant 1 Side Stream Filter
40,000,00
12405 Tower Water Pumps Plant 1
60,000.00
12406 Plant 2 Overhead Crane
15,207.00
dMEMMME
Total
Total
Labor
AEdgeted
Aotual
Lifference
$
38,902.37
$
38,902.37
20,000.00
$
158,695.00
524,375.92
$
365,680.92
$
140,000.00
138,230.28
$
(1,769.72)
$
100,000.00
-
$
(100,000m)
$
490,000.00
$
(490,000.00)
$
40,000.00
60,900.00
$
20,900.00
$
60,000.00
59,657.21
$
(342.79)
$
mmµww15o207M
$ 20,895.59
$
(5,68&59)
20,000.00
$
1,003,90100
$ 842,961.37
$
(160,940.63)
r
Order _ Seri io__
22301 Hutch Sub Transformer Upgrade Engineering
2241 Hutch Substation Transformer
22402 McLeod Sub Relay Replacement
22403 Pole Repair and Replacement
22404 Station Equipment
22405 3M Sub SCADA Phase 2
22406 HTI Sub SCADA
22407 VMF Ball Field Lighting
22408 Install Duct
2249 Les Schwab Tire
22410 Fairgrounds Upgrade
22411 New Developments
22412 Les Schwab Tire Transformer
22413 Fairgrounds Upgrade Transformer
22414 Transformer New Developments
22415 Transformer Replacements
22416 Meters
22417 LED Street Light Conversion
22418 Road Projects
22419 Feeder14
22420 Feeder 16
Electric Distribution
Total
Total
Materials
Labor
.Bu_41gted—
Actual
Difference
1,113,084.83
$
1,113,084.83
-
-
829,569.71
829,569.71
125,000.00
-
125,00.00
-
(125,000.00)
15,00.0
-
15,000.00
-
(15,000.00)
10,00.
-
10,000.
-
(10,00.0)
87,0 0.00
-
87,000.00
878.35
(86,121,65)
125,0.0
-
125,000.00
46,726.45
(78,273.55)
305,.00
-
305,000.00
-
$
(305,0.00)
18, 00.00
65,000.00
83,000.00
12,616.14
(70,383.86)
5,000.00
3,000.00
8,000.00
3,633.20
(4,366.80)
7,000.00
4,000.00
11,000.00
42,643.13
31,64113
60,0.00
15,00.00
75,000.00
150,588.51
75,588.51
10,000.00
1,500.00
11,500.00
14,965.83
$
3,465.83
15,000.00
2,000.00
17,000.00
12,176.41
(4,82.5)
60,00.00
10,000.00
70,.00
3,761.76
(66,238.24)
75,000.00
15,000.00
90,000.00
8,645.21
(81,354.79)
75,000.00
-
75,000.00
18,458.44
$
(56,541.56)
175,000.00
35,000.00
210,000.00
22,650.0
(187,35.0)
40,000.00
-
40,000.00
42,287.52
2,287.52
-
-
-
21,341.26
21,341.26
---
.. ...
53 .1
93
t._....
1
$ 1,207,000.00
$ 150,500.00
$ 1,357,500,00
$ 2,397,961.06
$
..(53,934.3
1,040,461.06
Administrative
OrderWork
ri l
52203
Replace 037 Dump Truck
52204
Replace 130 Ford F350 Super Duty
52205
Replace 948
52301
International 4900 w/Altec
52302
Replace 995 2010 Dodge Dakota
52303
Replace 226 2012 Dodge RAM 1500
52401
Vacuum Excavator
52402
Replace 2014 GMC Sierra 181
52403
Replace 2014 GMC Sierra 37
52404
Servvice Body for Metering Truck
52405
Replace 2014 SUV 11
52406
Trencher/Plow Machine
Total
Total
. Budgeted
Actual
Difference
81,806.91
(81,806.91)
96,934.41
(96,934.41)
58,480.08
(58,480.08)
320,945.90
(320,945.90)
44,504.92
(44,504.92)
53,052.33
(53,052.33)
95,000.00
73,784.87
21,1.13
40,000.00
40,955.96
(955.96)
40,0 0.00
40,955.96
(9.6)
32,000.00
32,000.00
40, 77.0
0.08
(17,503.08)
65,000.00
55,512.33
, 7.67
Work
Order pLescripp[on
62301 HCP interconnect
62303 Fairfax Interconnect Downsize
62304 SCADA for HCP Interconnect
62401 Hanska Station Topsoil Removal and Rock
62402 Misc Developments & System Improvements
62403 City Projects
62404 Isolated Main Replacement (Btn Barley & Gler
62405 Improvements to Regulator Stations
62406 Service Lines
62407 Meters, AMI, and All Fittings
62408 Residential Regulators
62409 Industrial Metering and Regulation
62410 Methane Detector, Electro Fusion Machine
Total
Total
Materials
Labor
Bu4gete.d..
Actual
Difference
808,919.26
808,919.26
2,340.92
2,340.92
-
59,196.23
59,196.23
20,000.00
1,500.00
21,500.00
17,825.00
(3,675.00)
25,000.00
5,000.00
30,000.00
13,081A2
(16,918.58)
7,000.00
2,000 - 00
9,000.00
25,431.05
16,431.05
27,500.00
5,000.00
32,500.00
-
(32,500.00)
20,000.00
3,500.00
23,500.00
-
(23,500.00)
57,000.00
15,000.00
72,000.00
81,237.12
9,237.12
165,000.00
4,000.00
169,000.00
7,332.36
(161,667.64)
5,000.00
-
5,000.00
-
(5,000.00)
25,000.00
3,500.00
28,500.00
22,411.65
(6,08835)
40,000.00
1,000.00
41,000.00
499.84
(40,500A6)
$ 391,500.00
$ 40,500.00 $
432,000.00
$ 1,038,274.85 $
606,274,85
HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Review Annual Solar Production
Presenter: Dave
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
HUC installed a 625KW AC solar Array on November 2nd 2021.
We are able to calculate the cost savings by comparing the actual MISO hourly LMP with
the hourly production of the array.
For the year 2024
The capacity factor 17.3%
The array generated 950,287 Kwh
The cost savings $22,717.10
The array was anticipated to operate at a 14% capacity factor.
For 2024 the array
operated at a capacity factor of 17.3%.
Attachments:
2023 - 2024 total output and savings
Monthly Solar Production Graph
BOARD ACTION REQUESTED:
None
Fiscal Impact: None
Included in current budget: Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
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HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Cogeneration and Small Power Production annual Tariff Filing
Presenter: Dave
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
Annually Municipal Utilities shall file for review and approval , a cogeneration and small
power production tariff with the governing body.
Schedule 1: For facilities of 40KW or less
"Average retail utility energy rate" means, for any class of utility customer, the quotient of
the total annual class revenue from sales of electricity minus the annual revenue
resulting from fixed charges, divided by the annual class kilowatt-hour sales. The
computation shall use data from the most recent 12- month period available.
Schedule 4: For facilities 40KW - 100KW
HUC estimated the avoided energy cost by first calculating the total cost for the previous
year assuming HUC purchased all energy to supply its member load from the MISO
market on an hourly basis, at the real-time LMP. The total cost was then divided by the
total energy requirement resulting in an historic load -weighted $/MWh costs.
Attachements:
Schedule 1
Schedule 4
BOARD ACTION REQUESTED:
Approve Cogeneration and Small Power Production Tariff
Fiscal Impact: NA
Included in current budget: Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
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HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Review 2024 Distributed Energy Resources Co -generation Report
Presenter: Dave
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
The Law requires Municipal Utilities that have adopted Co -generation policies to
review
annually all Net Energy billed qualifying facilities.
HUC has 20 active Solar DER Co -generation facilities on our system.
13 - Commercial
6 - Residential
1 - Utility owned
Attached:
HUC Co -generation Policy
HUC Co -generation Rules
HUC 2024 Active Co -generation usage
Solar systems connected to HUC
BOARD ACTION REQUESTED:
None
Fiscal Impact: NA
Included in current budget: Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
Hutchinson Utilities Commission
Policy
Regarding Distributed Energy Resources
and Net Metering
To establish the application procedure and qualification criteria for all customers for the
delivery, interconnection, metering and purchase of electricity from distributed energy resource
facilities and to comply with applicable laws and rules governing distributed energy resources.
The utility recognizes its obligation to provide interconnection to eligible qualifying facilities and will
comply with all applicable laws and rules governing distributed energy resources.
For purposes of this policy, the following terms have the meanings given them:
A. Average retail energy rate - the average of the retail energy rates, exclusive of special rates
based on income, age, or energy conservation, according to the applicable rate schedule of
the utility for sales to the class of customer of which the customer/qualifying facility
belongs.
B. Avoided costs -the incremental costs to the utility of electric energy or capacity or both
which, but for the purchase from the qualifying facility, the utility would generate itself or
purchase from another source.
C. Contract -the written agreement between the customer/qualifying facility and the utility,
as established in the utility's Rules Governing Interconnection of Cogeneration and Small
Power Production.
D. Distributed energy resource (DER) - a distributed generation system incorporated with or
without an electric storage system.
E. Interconnection application - the form to be used by the customer to submit its formal
request for interconnection to the utility and which shall be substantially similar in form to
that contained in the Distributed Energy Resources Interconnection Process adopted by the
utility.
F. Interconnection rules - any applicable rules developed in accordance with Minnesota
Statutes §§216B.164 and 216B.1611. This includes the utility's Rules Governing
Interconnection of Cogeneration and Small Power Production. It also includes the utility's
Distributed Energy Resources Interconnection Process which includes its Simplified Process,
Fast Track Process, and Study Process as well as the technical requirements incorporated
therein or any future technical requirements adopted by the utility.
G. Measured capacity - for purposes of determining capacity, it shall be measured based on the
highest fifteen (15) minute average demand of the unit in any one billing period.
H. Net metering/net billing -the process whereby the customer and the utility compensate
each other based on the difference in the amount of energy each sells to the other at the net
metered facility.
I. Net metered facility - an electric generation facility constructed for the purpose of offsetting
energy use through the use of renewable energy or high efficiency generation sources with a
capacity of less than 40 kilowatts that has elected in writing to be compensated for excess
generation through net metering/net billing.
J. Total generator nameplate capacity - the nominal voltage (V), current (A), maximum active
power (kWac), apparent power (WA), and reactive power (kvar) at which a distributed
energy resource (DER), is capable of sustained operation. For a qualifying facility with
multiple units, the total generator capacity is equal to the sum of all individual DER units'
nameplate rating in the qualifying facility. The DER system's total generation capacity may,
with the utility's agreement, be limited thought use of control systems, power relays or
similar device settings or adjustments as identified in IEEE 1547. The customer must fully,
accurately and completely disclose in its interconnection application to the utility, the
technical specifications for any capacity limiting device contemplated and the customer shall
furnish the utility with any factory manuals or other similar documents requested from the
utility regarding such limiting or other control devices which factor into the calculation of
total generator capacity.
K. Qualifying facility - a cogeneration or small power production facility which satisfies the
conditions established in Code of Federal Regulations, title 18, part 292. The qualifying
facility must be owned by a customer of the utility and located in the utility service area.
L. Utility— Hutchinson Utilities Commission.
In the event an inconsistency exists between terms in this policy and those established by
applicable statute, rule or court order, then the definition so established shall supersede the
definition used in this policy and shall govern.
All customers are eligible for distributed generation, interconnection with the utility's
distribution system and application of net metering upon the following terms and conditions.
1. The customer must meet the eligibility requirements set forth in the federal Public
Utility Regulatory Policies Act of 1978 (PURPA) *18 C.F.R. 292.303, 292.304 and
Minnesota's distributed generation laws. Minn. Stat. §216B.164.
2. The customer shall complete, sign and return to utility either the Interconnection
Application or the Simplified Process Application in the form prescribed in the utility's
Distributed Energy Resources Interconnection Process. The application shall be approved
by the utility prior to the customer beginning the project. The customer signature on the
application indicates the customer shall follow the steps outlined in the utility's
interconnection rules.
3. The customer shall enter into a written contract with the utility using the uniform
contract contained in the utility's Rules Governing Interconnection of Cogeneration
and Small Power Production.
4. The qualifying facility shall pay the utility for all reasonable costs of interconnection
including those costs outlined in Minnesota Statute 216B.164, the utility's DER
Interconnection Process, and the State of Minnesota Interconnection Technical
Requirements.
5. The qualifying facility's total generator nameplate capacity shall be less than 40 kW and
the facility shall operate at a measured capacity of less than 40 kW at all times to qualify
for net metering/net billing or roll over credit compensation.
6. The utility may limit the capacity and operating characteristics of qualifying facility single
phase generators in a manner consistent with the utility limitations for single phase
motors, when necessary to avoid a qualifying facility from causing problems with the
service of other customers.
7. The utility may require the qualifying facility to discontinue parallel generation operations
when necessary for system safety.
2
8. The power output from the qualifying facility must be maintained so that frequency and
voltage are compatible with normal utility service and do not cause that service to fall
outside the prescribed limits of interconnection rules and other standard limitations.
9. The qualifying facility shall keep in force liability insurance against personal or property
damage due to the installation, interconnection, and operation of its electric generating
facilities. The amount of insurance coverage shall be the maximum amount of said
insurance for a qualifying facility or net metered facility as outlined in the utility's DER
Interconnection Process.
10. Failure of the qualifying facility to operate its distributed energy resource at a measured
capacity below the 40 kW AC capacity limit established by Minn. Stat. §216B.164, Sub. 3
and as contemplated by this policy, shall result in the following. The utility will notify the
customer/qualifying facility of the fact that its generating equipment has failed to operate
below the 40 kW AC maximum capacity and will provide the customer/qualifying facility
with the date, time and kW reading that substantiate this finding.
11. The utility shall compensate the customer/qualifying facility for all metered electricity
produced by said qualifying facility during the thirty (30) day period during which the
failure occurred, at the utility's wholesale power supplier's avoided cost rate.
12. The utility shall continue to pay the customer/qualifying facility for subsequent electricity
produced and delivered pursuant to the contract, at the utility's wholesale power
supplier's avoided cost rate until:
1. The problem with the generator that caused it to operate at or above the statutory
maximum capacity has been remedied; and
2. The utility has been provided documentation adopted by a Minnesota Professional
Engineer that confirms the problem with the generator has been remedied.
13. Any customer account eligible for net metering/net billing is not eligible for any other load
management discounts unless agreed to by the utility.
14. Payment for the purchase of the qualifying facility's electricity herein shall be in the form
of a credit on the customer's monthly billing invoice or paid by check or electronic
payment to the customer within fifteen (15) days of the billing date, whichever is selected
and indicated in the contract.
15. The customer must be, and continue to be, current with payment on its electric account
with utility.
16. The customer must not enter into any arrangement that violates the utility's exclusive right
to provide electric service in its service area under Minnesota Statutes §§216B.37-44.
17. In the event that the distributed generator fails to meet the requirements of this policy for
a total distributed generation capacity of less than 40 kW AC, and fails to satisfy the
corrective requirements set forth in Section 12 above, then the utility will have the right to
(1) cancel the contract with the owner of the qualifying facility, and (2) enter into a new
contract with the owner of the qualifying facility that, among other changes, adjusts the
qualifying facility's rated capacity and specifies avoided cost pricing for the qualifying
facility's output. To the extent that the utility does not have the obligation to make
purchases from qualifying facilities of 40 kW or greater due to transfer of the obligation to
the utility's wholesale supplier that has been approved by the Federal Energy Regulatory
Commission, the new agreement will be between the utility's wholesale supplier and the
qualifying facility. In either case, the utility (and, as applicable, the utility's wholesale
supplier) and the owner of the qualifying facility will cooperate in the transition from the
form of contract set forth in the utility's Rules Governing Interconnection of Cogeneration
and Small Power Production to a new form of contract appropriate to a qualifying facility
with a capacity of 40 kW or greater.
18. Fully executed interconnection contracts for distributed energy resources may be
canceled in the event the distributed energy resource fails to interconnect to the utility's
distribution system within twelve (12) months of signing of the interconnection contract
by the qualifying facility and the utility.
M
Rules
Governing the Interconnection of
Cogeneration and Small Power Production Facilities
with
Hutchinson Utilities Commission
Part A. DEFINITIONS
Subpart 1. Applicability. For purposes of these rules, the following terms have the meanings given
them below.
Subp. 2. Average retail utility energy rate. "Average retail utility energy rate" means, for any class of
utility customer, the quotient of the total annual class revenue from sales of electricity minus the
annual revenue resulting from fixed charges, divided by the annual class kilowatt-hour sales. The
computation shall use data from the most recent 12- month period available.
Subp. 3. Backup power. "Backup power" means electric energy or capacity supplied by the utility to
replace energy ordinarily generated by a qualifying facility's own generation equipment during an
unscheduled outage of the facility.
Subp. 4. Capacity. "Capacity" means the capability to produce, transmit, or deliver electric energy,
and is measured by the number of megawatts alternating current at the point of common coupling
between a qualifying facility and the utility's electric system during a 15-minute interval period.
Subp. S. Capacity costs. "Capacity costs" means the costs associated with providing the capability to
deliver energy. The utility capital costs consist of the costs of facilities from the utility and the
utility's wholesale provider used to generate, transmit, and distribute electricity and the fixed
operating and maintenance costs of these facilities.
Subp. 6. Customer. "Customer" means the person named on the utility electric bill for the premises.
Subp. 7. Energy. "Energy" means electric energy, measured in kilowatt-hours.
Subp. 8. Energy costs. "Energy costs" means the variable costs associated with the production of
electric energy. They consist of fuel costs and variable operating and maintenance expenses.
Subp. 9. Firm power. "Firm power" means energy delivered by the qualifying facility to the utility
with at least a 65 percent on -peak capacity factor in the month. The capacity factor is based upon
the qualifying facility's maximum metered capacity delivered to the utility during the on -peak hours
for the month.
Subp. 10. Governing body. "Governing body" means Hutchinson Utilities Commission.
Subp. 11. Interconnection costs. "Interconnection costs" means the reasonable costs of connection,
switching, metering, transmission, distribution, safety provisions, and administrative costs incurred
by the utility that are directly related to installing and maintaining the physical facilities necessary to
permit interconnected operations with a qualifying facility. Costs are considered interconnection
costs only to the extent that they exceed the costs the utility would incur in selling electricity to the
qualifying facility as a nongenerating customer.
Subp. 12. Interruptible power. "Interruptible power" means electric energy or capacity supplied by
the utility to a qualifying facility subject to interruption under the provisions of the utility's tariff
applicable to the retail class of customers to which the qualifying facility would belong irrespective
of its ability to generate electricity.
Subp. 13. Maintenance power. "Maintenance power" means electric energy or capacity supplied by
a utility during scheduled outages of the qualifying facility.
Subp. 14.On-peak hours. "On -peak hours" means either those hours formally designated by the
utility as on -peak for ratemaking purposes or those hours for which its typical loads are at least 85
percent of its average maximum monthly loads.
Subp. 15. Point of distributed energy resource (DER) connection. "Point of DER connection" means
the point where the qualifying facility's generation system, including the point of generator output,
is connected to the customer's electric system and meets the current definition of IEEE 1547.
Subp. 16. Purchase. "Purchase" means the purchase of electric energy or capacity or both from a
qualifying facility by the utility.
Subp. 17. Qualifying facility. "Qualifying facility" means a cogeneration or small power production
facility which satisfies the conditions established in Code of Federal Regulations, title 18, part 292.
The initial operation date or initial installation date of a cogeneration or small power production
facility must not prevent the facility from being considered a qualifying facility for the purposes of
this chapter if it otherwise satisfies all stated conditions. The qualifying facility must be owned by a
Customer and located in the utility service area.
Subp. 18. Sale. "Sale" means the sale of electric energy or capacity or both by the utility to a
qualifying facility.
Subp. 19a. Standby charge. "Standby charge" means the charge imposed by the utility upon a
qualifying facility for the recovery of costs for the provision of standby services necessary to make
electricity service available to the qualifying facility.
Subp. 19b. Standby service. "Standby service" means the service to potentially provide electric
energy or capacity supplied by the utility to a qualifying facility greater than 40 kW.
Subp. 20. Supplementary power. "Supplementary power" means electric energy or capacity
supplied by the utility which is regularly used by a qualifying facility in addition to that which the
facility generates itself.
Subp. 21. System emergency. "System emergency" means a condition on the utility's system which
is imminently likely to result in significant disruption of service to customers or to endanger life or
property.
Subp. 22. Utility. "Utility" means Hutchinson Utilities Commission.
Part B. SCOPE AND PURPOSE
The purpose of these rules is to implement certain provisions of Minnesota Statutes,
§216B.164; the Public Utility Regulatory Policies Act of 1978, United States Code, title 16, §824a-3;
and the Federal Energy Regulatory Commission regulations, Code of Federal Regulations, title 18,
part 292. These rules shall be applied in accordance with their intent to give the maximum possible
encouragement to cogeneration and small power production consistent with protection of the
ratepayers and the public.
Part C. FILING REQUIREMENTS
2
Annually the utility shall file for review and approval, a cogeneration and small power
production tariff with the governing body. The tariff must contain schedules 1— 4.
SCHEDULE 1.
Schedule 1 shall contain the calculation of the average retail utility energy rates to be updated
annually.
SCHEDULE 2.
Schedule 2 shall contain all standard contracts to be used with qualifying facilities, containing
applicable terms and conditions.
SCHEDULE 3.
Schedule 3 shall contain the utility's adopted interconnection process, safety standards,
technical requirements for distributed energy resource systems, required operating procedures for
interconnected operations, and the functions to be performed by any control and protective
apparatus.
SCHEDULE 4.
Schedule 5 shall contain the estimated average incremental energy costs by seasonal, peak and
off-peak periods for the utility's power supplier from which energy purchases are first avoided.
Schedule 4 shall also contain the net annual avoided capacity costs, if any, stated per kilowatt-hour
and averaged over the on -peak hours and over all hours for the utility's power supplier from which
capacity purchases are first avoided. Both the average incremental energy costs and net annual
avoided capacity costs shall be increased by a factor equal to 50 percent of the utility and the
utility's power supplier's overall line losses due to distribution, transmission and transformation of
electric energy.
Part D. AVAILABILITY OF FILINGS
All filings shall be maintained at the utility's general office and any other offices of the utility
where rate tariffs are kept. The filings shall be made available for public inspection during normal
business hours. The utility shall supply the current year's distributed generation rates,
interconnection procedures and application form on the utility website, if practicable, or at the
utility office.
Part E. REPORTING REQUIREMENTS
Annually the utility shall report to the governing body for its review and approval an annual
report including information in subparts 1-3. The utility shall still comply with other federal and state
reporting of distributed generation to federal and state agencies expressly required by statute.
Subpart 1. Summary of average retail utility energy rate. A summary of the qualifying facilities that
are currently served under average retail utility energy rate.
Subp. 2. Other qualifying facilities. A summary of the qualifying facilities that are not currently
served under average retail utility energy rate.
Subp. 3. Wheeling. A summary of the wheeling undertaken with respect to qualifying facilities.
Part F. CONDITIONS OF SERVICE
Subpart 1. Requirement to purchase. The utility shall purchase energy and capacity from any
qualifying facility which offers to sell energy and capacity to the utility and agrees to the conditions
in these rules.
Subp. 2. Written contract. A written contract shall be executed between the qualifying facility and
the utility.
Part G. ELECTRICAL CODE COMPLIANCE
Subpart 1. Compliance; standards. The interconnection between the qualifying facility and the
utility must comply with the requirements in the most recently published edition of the National
Electrical Safety Code issued by the Institute of Electrical and Electronics Engineers. The
interconnection is subject to subparts 2 and 3.
Subp. 2. Interconnection. The qualifying facility is responsible for complying with all applicable local,
state, and federal codes, including building codes, the National Electrical Code (NEC), the National
Electrical Safety Code (NESC), and noise and emissions standards. The utility shall require proof that
the qualifying facility is in compliance with the NEC before the interconnection is made. The
qualifying facility must obtain installation approval from an electrical inspector recognized by the
Minnesota State Board of Electricity.
Subp. 3. Generation system. The qualifying facility's generation system and installation must comply
with the American National Standards Institute/Institute of Electrical and Electronics Engineers
(ANSI/IEEE) standards applicable to the installation.
Part H. RESPONSIBILITY FOR APPARATUS
The qualifying facility, without cost to the utility, must furnish, install, operate, and maintain
in good order and repair any apparatus the qualifying facility needs in order to operate in
accordance with schedule 3.
Part I. TYPES OF POWER TO BE OFFERED; STANDBY SERVICE
Subpart 1. Service to be offered. The utility shall offer maintenance, interruptible, supplementary,
and backup power to the qualifying facility upon request.
Subp. 2. Standby service. The utility shall offer a qualifying facility standby power or service at the
utility's applicable standby rate schedule.
Part J. DISCONTINUING SALES DURING EMERGENCY
The utility may discontinue sales to the qualifying facility during a system emergency, if the
discontinuance and recommencement of service is not discriminatory.
Part K. RATES FOR UTILITY SALES TO A QUALIFYING FACILITY
Rates for sales to a qualifying facility are governed by the applicable tariff for the class of
S
electric utility customers to which the qualifying facility belongs or would belong were it not a
qualifying facility. Such rates are not guaranteed and may change from time to time at the discretion
of the utility.
Part L. STANDARD RATES FOR PURCHASES FROM QUALIFYING FACILITIES
Subpart 1. Qualifying facilities with 100-kilowatt capacity or less. For qualifying facilities with
capacity of 100 kilowatts or less, standard purchase rates apply. The utility shall make available four
types of standard rates, described in parts M, N, O, and P. The qualifying facility with a capacity of
100 kilowatts or less must choose interconnection under one of these rates, and must specify its
choice in the written contract required in part V. Any net credit to the qualifying facility must, at its
option, be credited to its account with the utility or returned by check or comparable electronic
payment service within 15 days of the billing date. The option chosen must be specified in the
written contract required in part V. Qualifying facilities remain responsible for any monthly service
charges and demand charges specified in the tariff under which they consume electricity from the
utility.
Subp. 2. Qualifying facilities over 100-kilowatt capacity. A qualifying facility with more than 100-
kilowatt capacity has the option to negotiate a contract with the utility or, if it commits to provide
firm power, be compensated under standard rates.
Subp. 3. Grid access charge. A qualifying facility shall be assessed a monthly grid access charge to
recover the fixed costs not already paid by the customer through the customer's existing billing
arrangement. The additional charge shall be reasonable and appropriate for the class of customer
based on the most recent cost of service study defining the grid access charge. The cost of service
study for the grid access charge shall be made available for review by the customer of the utility
upon request.
Part M. AVERAGE RETAIL UTILITY ENERGY RATE
Subpart 1. Applicability. The average retail utility energy rate is available only to customer -owned
qualifying facilities with capacity of less than 40 kilowatts which choose not to offer electric power
for sale on either a time -of -day basis, a simultaneous purchase and sale basis or roll-over credit
basis.
Subp. 2. Method of billing. The utility shall bill the qualifying facility for the excess of energy
supplied by the utility above energy supplied by the qualifying facility during each billing period
according to the utility's applicable retail rate schedule.
Subp. 3. Additional calculations for billing. When the energy generated by the qualifying facility
exceeds that supplied by the utility to the customer at the same site during the same billing period,
the utility shall compensate the qualifying facility for the excess energy at the average retail utility
energy rate.
Part N. SIMULTANEOUS PURCHASE AND SALE BILLING RATE
Subpart 1. Applicability. The simultaneous purchase and sale rate is available only to qualifying
facilities with capacity of less than 40 kilowatts which choose not to offer electric power for sale on
average retail utility energy rate basis, time -of -day basis or roll- over credit basis.
Subp. 2. Method of billing. The qualifying facility must be billed for all energy and capacity it
consumes during a billing period according to the utility's applicable retail rate schedule.
Subp. 3. Compensation to qualifying facility; energy purchase. The utility shall purchase all energy
which is made available to it by the qualifying facility. At the option of the qualifying facility, its
entire generation must be deemed to be made available to the utility. Compensation to the
qualifying facility must be the energy rate shown on schedule 4.
Subp. 4. Compensation to qualifying facility; capacity purchase. If the qualifying facility provides
firm power to the utility, the capacity component must be the utility's net annual avoided capacity
cost per kilowatt-hour averaged over all hours shown on schedule 4, divided by the number of hours
in the billing period. If the qualifying facility does not provide firm power to the utility, no capacity
component may be included in the compensation paid to the qualifying facility.
Part O. TIME -OF -DAY PURCHASE RATES
Subpart 1. Applicability. Time -of -day rates are required for qualifying facilities with capacity of 40
kilowatts or more and less than or equal to 100 kilowatts, and they are optional for qualifying
facilities with capacity less than 40 kilowatts. Time -of -day rates are also optional for qualifying
facilities with capacity greater than 100 kilowatts if these qualifying facilities provide firm power.
Subp. 2. Method of billing. The qualifying facility must be billed for all energy and capacity it
consumes during each billing period according to the utility's applicable retail rate schedule.
Subp. 3. Compensation to qualifying facility; energy purchases. The utility shall purchase all energy
which is made available to it by the qualifying facility. Compensation to the qualifying facility must
be the energy rate shown on schedule 4.
Subp. 4. Compensation to qualifying facility; capacity purchases. If the qualifying facility provides
firm power to the utility, the capacity component must be the capacity cost per kilowatt shown on
schedule 4 divided by the number of on -peak hours in the billing period. The capacity component
applies only to deliveries during on -peak hours. If the qualifying facility does not provide firm power
to the utility, no capacity component may be included in the compensation paid to the qualifying
facility.
Part P. ROLL-OVER CREDIT PURCHASE RATES
Subpart 1. Applicability. The roll-over credit rate is available only to qualifying facilities with capacity
of less than 40 kilowatts which choose not to offer electric power for sale on average retail utility
energy rate basis, time -of -day basis or simultaneous purchase and sale basis.
Subp. 2. Method of billing. The utility shall bill the qualifying facility for the excess of energy
supplied by the utility above energy supplied by the qualifying facility during each billing period
according to the utility's applicable retail rate schedule.
6
Subp. 3. Additional calculations for billing. When the energy generated by the qualifying facility
exceeds that supplied by the utility during a billing period, the utility shall apply the excess kilowatt
hours as a credit to the next billing period kilowatt hour usage. Excess kilowatt hours that are not
offset in the next billing period shall continue to be rolled over to the next consecutive billing period.
Any excess kilowatt hours rolled over that are remaining at the end of each calendar year shall
cancel with no additional compensation.
Part Q. CONTRACTS NEGOTIATED BY CUSTOMER
A qualifying facility with capacity greater than 100 kilowatts must negotiate a contract with the
utility setting the applicable rates for payments to the customer of avoided capacity and energy
costs.
Subpart 1. Amount of capacity payments. The qualifying facility which negotiates a contract under
part Q must be entitled to the full avoided capacity costs of the utility. The amount of capacity
payments will be determined by the utility and the utility's wholesale power provider.
Subp. 2. Full avoided energy costs. The qualifying facility which negotiates a contract under part Q
must be entitled to the full avoided energy costs of the utility. The costs must be adjusted as
appropriate to reflect line losses.
Part R. WHEELING
Qualifying facilities with capacity of 30 kilowatts or greater, are interconnected to the utility's
distribution system and choose to sell the output of the qualifying facility to any other utility, must
pay any appropriate wheeling charges to the utility. Within 15 days of receiving payment from the
utility ultimately receiving the qualifying facility's output, the utility shall pay the qualifying facility
the payment less the charges it has incurred and its own reasonable wheeling costs.
Part S. NOTIFICATION TO CUSTOMERS
Subpart 1. Contents of written notice. Following each annual review and approval by the utility of
the cogeneration rate tariffs the utility shall furnish in the monthly newsletter or similar mailing,
written notice to each of its customers that the utility is obligated to interconnect with and purchase
electricity from cogenerators and small power producers.
Subp. 2. Availability of information. The utility shall make available to all interested persons upon
request, the interconnection process and requirements adopted by the utility, pertinent rate
schedules and sample contractual agreements.
Part T. DISPUTE RESOLUTION
In case of a dispute between a utility and a qualifying facility or an impasse in the negotiations
between them, either party may request the governing body to determine the issue.
Part U. INTERCONNECTION CONTRACTS
7
Subpart 1. Interconnection standards. The utility shall provide a customer applying for
interconnection with a copy of, or electronic link to, the utility's adopted interconnection process
and requirements.
Subp. 2. Existing contracts. Any existing interconnection contract executed between the utility and a
qualifying facility with capacity of less than 40 kilowatts remains in force until terminated by mutual
agreement of the parties or as otherwise specified in the contract. The governing body has assumed
all dispute responsibilities as listed in existing interconnection contracts. Disputes are resolved in
accordance with Part T.
Subp. 3. Renewable energy credits; ownership. Generators own all renewable energy credits unless
other ownership is expressly provided for by a contract between a generator and the utility.
Part V. UNIFORM CONTRACT
The form for uniform contract that shall be used between the utility and a qualifying facility
having less than 40 kilowatts of capacity is as shown in subpart 1.
Subpart 1. Uniform Contract for Cogeneration and Small Power Production Facilities. (See attached
contract form.)
DG Cogeneration (All)
sage momn (8111eaex
Month)
Total KWH Delivered to HUC
o a a were o
Customer
ec nc nergy o ac
to HUC (KWH)
Net KWH Billed to Customer
January 2024
7,070
371,061
2,548
363,991
February 2024
25,052
303,577
12,094
278,525
March 2024
52,472
306,462
26,151
253,990
April 2024
59,756
312,966
33,222
253,210
May 2024
96,088
292,450
56,928
196,362
June 2024
69,483
326,793
33,514
257,310
July 2024
74,672
328,373
39,988
253,701
August 2024
70,728
390,673
40,059
319,945
September 2024
69,816
309,390
39,790
239,574
October 2024
48,164
302,575
25,918
254,411
November 2024
17,944
320,279
8,259
302,335
December 2024
7,803
373,723
2,296
365,920
Grand Totals
1 599,0481
3,938,3221
320,7671
3,339,274
DG Cogeneration - Under 40 KW
Usage Month (Billed Next
Month)
Total KWH Delivered to HUC
Total KWH Delivered to
Customer
Electric Energy Sold Back
to HUC (KWH)
Net KWH Billed to Customer
January 2024
6,840
24,721
2,548
17,881
February 2024
17,677
21,452
12,094
3,775
March 2024
37,702
15,142
26,151
(22,560)
April 2024
43,276
12,766
33,222
(30,510)
May 2024
21,840
75,078
56,928
53,238
June 2024
51,563
24,823
33,514
(26,740)
July 2024
58,572
27,343
39,988
(31,229)
August 2024
58,828
33,453
40,059
(25,375)
September 2024
56,406
28,870
39,790
(27,536)
October 2024
40,394
27,855
25,918
(12,539)
November 2024
15,334
43,149
8,259
27,815
December 2024
6,563
61,533
2,296
54,970
Grand Totals
414,995
396,185
320,767
(18,810)
Total KWH Delivered to HUC The Solar system produced more than the customer consumed during anytime in that month
Total KWH Delivered to
Customer The Customer consumed more than the solar system produced during anytime in that month
Electric Energy Sold Back
to HUC (KWH) The solar system produced more than the customer consumed during that Month
Net KWH Billed to Customer The net between the total kwh delivered to HUC and total delivered to the customer.
The meters are bi-directional. When the system is producing more than the customer is consuming the excess is delivered to HUC and recorded.
When the system is producing less than the customer is consuming the meter is recording the energy delivered.
If during the Month, the system produced more than the customer consumed then there is a credit to the customer.
All energy Sold Back to HUC was from systems smaller than 40KW.
N
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HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Control System Upgrade Wartsila Unit #5 sWOIS Contract
Presenter: Mike Gabrielson
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
Staff and IEM Energy Consultants are recommending we enter into a purchase
agreement with Wartsila for a control system sWOIS server upgrade. This is a Capital
Project
The current control system is running on a a windows XP operating system that is no
longer supported. We are looking to upgrade the control system to a system that will be
supported and give us better trouble shooting capabilities.
BOARD ACTION REQUESTED:
Approve Control System Upgrade Wartsila Unit #5 sWOIS Contract for $513,000
Fiscal Impact: $513,000
Included in current budget: Yes Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
Wartsila North America Inc
WARTSILA
January 151h, 2025
Mike Gabrielson
Production Manager
Hutchinson Utilities
175 Michigan St SE
Hutchinson, MN 55350
Dear Mike,
We are pleased to present the enclosed sales contract and appendices for your review. This
document represents the next step in our partnership, and we are grateful for the trust you
have placed in us.
At Wartsila, we value the opportunity to work with esteemed organizations like yours. Your
commitment to excellence and innovation aligns perfectly with our mission to deliver
solutions that drive success.
Please take the time to review the materials at your convenience, and don9t hesitate to
reach out if you have any questions or require further clarification. Our team is here to
support you every step of the way.
We are excited about the prospects of continuing our collaboration and achieving
outstanding results together. Thank you once again for this opportunity.
Yours sincerely,
A p"1
'Scott Angelmaier/1
Business Development Manager Agreements and Upgrades
WartsU North America, inc. +1 281-233-8200 www.wartsila.com/usa
11710 N. Gessner Rd.
Suite A
Houston, TX 77064
W�its//d Energy - ESA Supply Contract- v. 1.5-Fedruary 2023 - Conftt "
SUPPLY CONTRACT
BETWEEN
WARTSIL$ North America
AND
Hutchinson Utilities Commission
REGARDING
INSTALLATION AND COMMISSIONING Of SWOTS Upgrade
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS AND INTERPRETATION
ARTICLE 2 SCOPE OF THE CONTRACT
ARTICLE 3 PRICE
AR77CLE4 PAYMENTTERMS
ARTICLE 5 DELIVERY
ARTICLE 6 INSTALLATION AND COMMISSIONING; TECHNICAL ASSISTANCE
ARTICLE 7 CHANGE ORDERS
ARTICLE 8 CUSTOMER'S ADD'L OBLIGATIONS; REPRESENTATIONS AND WARRANTIES
ARTICLE 9 SUSPENSION OR TERMINATION
ARTICLE 10 FINAL PROVISIONS
ARTICLE 12 PERSONAL DATA
2
5
8
9
10
11
12
13
15
16
17
19
TABLE OF EXHIBITS
Exhibit
Exhibit A General Terms and Conditions Service Projects for Power Plants
Exhibit B
Technical Specifications and Scope of Supply
Exhibit 82
Product Specification sWOIS Server
Exhibit C
(Not Used)
Exhibit D
(Not Used)
Exhibit E
(Not Used)
Exhibit F
Contract Completion Certificate
Exhibit G
EHSS Annex
SUPPLY CONTRACT
This SUPPLY CONTRACT (the "Contract') is made and entered into on this January 29, 2025 date, (the 'Effective
Date') by and between:
I. (Hutchinson Utility Commission a limited liability company incorporated and existing under the laws of
United States, with registered address at 225 Michigan St SE, Hutchinson MN 55350 (the "Customer-);
and
2. WartsilS North America a limited liability company incorporated and existing under the laws of Texas
with registered address at 11710 N Gessner Rd, Houston, TX 77064 (the "Contractor");
singularly referred to as the "Party" and collectively referred to as "Parties".
WHEREAS, the Customer wishes to buy and have delivered electrical and automation equipment (as specified
herein) consisting of:
sWO1S Single server
Pneratorstation with dual saeen
• sWO1SReportswithoLodcatednWatsb3&017
sWO1S Remote monibing
• sWO1S Managenentserver Wbh dedicated operator sb3fion
5W01S Engineering server;Wth dedicated operator station
WHEREAS, the Contractor is in the business of manufacturing and supplying sWOIS Equipment and providing
certain design, engineering, installation, commissioning, and besting services in connection with such equipment
supply;
WHEREAS, the Customer wishes to contract with the Contractor for the supply of the equipment and the related
services in connection therewith, as specified in this Contract; and
WHEREAS, the Contractor agrees to provide the equipment and services specified herein and the Customer agrees
to take delivery of and pay for such equipment and services on the terms and conditions set out In this Contract.
4
THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1 DEFINITIONS AND INTERPRETATION
i.i For the purposes of this Contract, the following words and terms shall have the meanings
specified below:
Affiliate means a person or entity that, with respect to a specified person or entity, directly or
indirectly through one or more intermediary's controls, or is controlled by, or is under common
control with, the person or entity specified.
Change Order means an addition, deletion or adjustment to the Contract, including the Supply,
the Contract Price and/or the Delivery schedule as permitted under Article 7.
Change of Law means:
a) the enacbnerrt, adoption, promulgation, modification, repeal or any change In the
interpretation, after the Effective Date, of any governmental or other rules; or
b) the imposition of any material condition on the issuance or renewal of any
governmental approval after the Effective Date; or
c) the failure to issue or renew any govemmental approval; or
which, in any such case, will either increase the costs of completion of Contractor's
obligations, causes a delay or otherwise will make completion of Contractors' obligations
more burdensome than the requirements specified in this Contract
Commissioning means shall be achieved when upon starting up and acceptance of the
Equipment system by system in accordance with the Contractor's standard guidelines and
procedures. Upon completion of Commissioning, Contractor shall provide Customer with notice
of such completion.
Contract means this supply contract, including all Exhibits attached hereto, as amended from
time to time as provided herein.
Contract Price means the total price for the Supply, as it may from time to time be adjusted
pursuant to the terms of this Contract.
Deemed Acceptance shall have the meaning set out in Article 6.5.
Delivery means the delivery of the Equipment, as set forth in Article 5.1.
Effective Date means the date set forth in the preamble of this Contract upon which the
Contract shall become effective.
EHSS means the environmental, health, safety and security matters at the Site.
EHSS Annex means the EHSS specifications set out in Exhibit G (EHSS Annex).
Equipment means the equipment specified In Exhibit g (TeMnica/ Spedfldations and Scope of
SUppM to be delivered by the Contractor.
Facility means the Site and the facility In which the Equipment will be Installed.
Force Majeure means any cause or occurrence affecting the ability of a Party hereto to perform
its obligations under the Contract, which cause or occurrence is beyond the reasonable control
of the Party affected and not due to an actor omission of the Party affected and which could not
have been avoided by the exercise of reasonable diligence, including, acts of God or the public
enemy; expropriation or confiscation of facilities; compliance with any order of any governmental
unit; lack of or failure or inability to maintain in effect any governmental approvals required for
the performance of the obligations of the Party which have been timely applied for, trade or
economic sanction; sabotage, acts of war (declared or undeclared); blockade; embargo;
insurrection; hostilities; civil unrest; riots; military, guerrilla or pirate action; terrorist activity or
threats of terrorist activities which, under the circumstances, would be considered a precursor to
actual terrorist activity; banditry; abnormally adverse weather conditions not reasonably
anticipated by the Parties (normal bad weather prevailing at any site at which the obligations of
the Party are being performed, however, shall not be included); adverse weather conditions on
the high seas; earthquake or tsunami; inability to obtain and maintain rights of way for, or ingress
to or egress from the Site, necessary for the performance of the obligations of the Party; fires;
floods; explosion; accidents; epidemics; national, regional or local strikes, work stoppages,
boycotts, walkouts or other labor disputes that are political in origin or of general application to
the Industry or field concerned (but excluding any thereof directed specifically against the
Contractor or any Subcontractor or any Affiliate of any of the foregoing at the Site or any place
of manufacturing, if not politically motivated); undue transportation or customs clearance
problems; or any causes, whether or not of the same class or kind as those specifically named
above, which are not within the reasonable control of the Party affected and which, by the
exercise of reasonable diligence, the Party affected Is unable to prevent. The Parties expressly
agree that any conflict or disruption In or around the Suez Canal and/or Gulf of Aden and/or Red
Sea and/or any regional escalation (including any measures and consequences associated with
such conflict) shall be deemed to constitute a Force Majeure event hereunder (whether the events
are foreseen or unforeseen at the time of this Agreement). Further, and accordingly any existing
arrangements that are, at the time of this Agreement, already affected by the said events shall
not be within the control of a Party. Further, and accordingly any existing arrangements that are,
at the time of this Contract, already affected by the said events shall not be within the control of
a Party.
GDPR Regulation means the Regulation (EU) 2016/679 of the European Parliament and of the
Council of 27 April 2016 on the protection of natural persons with regard to the processing of
Personal data and on the free movement of such data, and any subsequent amendment thereof.
Licenses means all import licenses, permits and approvals from all relevant authorities of the
United states necessary for the importation of the Supply Into the United States
Personnel mean the personnel of the Contractor performing the Services.
Personal Data means any information relating to an identified or identifiable natural person; an
identifiable natural person Is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online
identifier or to one or more factors specific to the physical, physiological, genetic, mental,
economic, cultural or social identlty of that natural person.
Ready -for -Delivery Date shall have the meaning set out In Article 5.2.
Services means any services specified in the Scope of Supply that the Contractor has agreed to
perform pursuant to the Contract, or by way of repairing or re -performing the Services under the
warranty or otherwise.
Site means the location where the Equipment are to be installed and where the Services are to
be performed.
Site Conditions means the conditions at the Site, for purposes of the Equipment design.
Software means any software program and related documentation delivered to or made
available for the use of the Customer as part of the Supply, including software embedded in
hardware, installed in the Customer's technical environment or otherwise made available by the
Contractor.
Subcontractor means any person or entity (such as a Contractor or a subcontractor) having a
contact with the Contractor or any other subcontractor to perform any part of the Contractor's
obligations under the Contract
Contractor's Workshop means any workshop of the Contractor or Its Affiliate, any workshop
of a Subcontractor, any workshop of a manufacturer of the Equipment, or any other suitable
place designated by the Contractor In its sole discretion.
Taxes shall mean any present or future taxes, induding VAT, duties, tariffs, fees, customs,
imposts, deductions, withholdings, port charges or any other official charges imposed by any
national or local authority of the United States, whether associated with the Works, the
importation of the Works for the purposes of the Contract, and/or the Contractor's performance
under this Contract.
Technical Specifications and Scope of Supply means Exhibit B ( Tectrnical Specihcal rms and
Scope of Supp A.
Works means, collectively, the Equipment, Services, Spare Parts and Software to be provided
by the Contractor under this Contract, as specified in Exhibit B (Technical Spedfipdons and
Scope OfSupplA.
1.2 The headings contained herein are Induced solely for the convenience of the Parties and are not
to be used as a basis fnr interpreting the various Articles of this Contract
1.3 The term "day" as used in this Contract means a calendar day.
1.4 The words "include," Includes"or "including" shall mean "including, but not limited to":
ARTICLE 2 SCOPE OF THE CONTRACT
2.1 In accordance with the terns and conditions of this Contract, the Contractor sells and undertakes
to deliver the Works, and the Customer buys and undertakes to accept delivery of and pay for
the Works.
2.2 The Exhibits listed under the TABLE OF EXHIBITS above constitute an Integral part of this
Contract. In case of any discrepancy or inconsistency between the terms of this Contract
(excluding the Exhibits) and those specified in any Exhibit hereto, the Contract (excluding the
Exhibits) shall take precedence. In case of any discrepancy between the terms of any Exhibit,
the Exhibits shall prevail over each other In the order in which they are listed under the TABLE
OF EXHIBITS.
2.3 The Works (including the design and manufacture thereof) shall be in accordance with the
requirements set forth in Exhibit B (Techn/cal Spedflca6ons and Scope ofSupp/p) only.
ARTICLE 3 PRICE
3.1 Contract Price is Five Mundredand thirteen thousand if ($3i3,OQD
The Contract Price is based on delivery DDP Mutahinsnn Minnesota (Incotenms 2020). The
Contract Price includes the costs of normal standard export packing which shall under normal
transport conditions prevent damage or deterioration of the Equipment before It reaches the
point of destination.
3.2 The Contract Price does not include any Taxes. The Customer shall bear, and where applicable
reimburse the Contractor for such Taxes.
ARTICLE 4 PAYMENT TERMS
4.1 Payment of the Contract Price shall be made by the Customer to the Contractors bank account
designated by the Contractor. Banking charges incurred inside the United States shall be for the
account of the Contractor. Banking charges incurred outside the United States or charges related
with the confirmation of the Letter of Credit according to Article 4.4, whether incurred in or
outside the United States, shall be home by the Customer.
4.2 All sums invoiced by the Contractor shall be paid in full by the Customer into the Contractor's
bank account in the United States without any set off, counterclaim or deduction and are not
subject to any settlement discount or other special terms of payment.
4.3 The Customer agrees to pay the Contractor in the following manner:
a) Forty percent (40%) of the Contract Price as an advance payment not later than seven (7)
days after the Effective Date against a commercial invoice
b) Forty percent (40%) of the Contract Price before delivery, against the shipping documents
c) Twenty percent (20%) within 12 days from the date of the Completion Certificate or date of
deemed acceptance, whichever first occurs.
d) Wartsila shall have no obligation to commence the Services on the Site until Wartsila has
received the Customers written notice to proceed and the second payment milestone is
received. The notice to proceed shall be Issued by the Customer sixty (60) days prior to the
date when the Customer is ready for the Services to commence on the Site. The Customer's
notice to proceed cannot be issued prior to the Starting Date and not earlier than within sixty
days? (60) from the Starting Date. If the Customer's notice to proceed has not been issued
within ninety (90) days from the date the Services have been scheduled to commence on the
Site according to the Project Schedule, due to reasons not attributable to Wartsila, then
Wartsila shall have right the option to terminate the Contract in addition to any of its rights in
the Contract. Wartslla shall have the right to suspend the Works and charge additional costs to
the Customer if Wartsila cannot access the Site or the Facility, due to reasons not attributable
to Wartsila.
4.4 [not used]
4.5 If a payment which the Customer is to pay under this Contract is not received by the Contractor
on Its due date, and by the time specified therein, the Customer shall pay overdue Interest or
late opening flees, as the case may be, to the Contractor [at a rate per annum equal to six percent
(601b) over the one (1) month's Euro Inter Bank Offered Rate (EURIBOR) of the due date], until
the payment is made In full.
The overdue interest and/or late opening fees shall be paid by the Customer forthwith against
the Contractor's invoice on the date specified therein. The overdue Interest and/or late opening
fees shall be without prejudice to the Contractors other rights and remedies under the Contract
or at law.
10
ARTICLE 5 DELIVERY
5.1 Delivery shall be DDP (Incotermsp 2020) excluding Taxes. The Contractor reserves the right to
make partial or transshipments of the Equipment.
5.2 The Customer shall be responsible for the payment of all Taxes in United States.
5.3 (Not used)
5.4 In case the Works cannot be dispatched to its destination on the date it is ready for delivery for
reasons attributable to the Customer, the Contractor shall be entitled to store the Works at the
Customer's risk and expense, in which case the warehouse receipts shall serve as substitutes for
the shipping documents in all respects and the Delivery shall be deemed to be completed.
11
ARTICLE 6 INSTALLATION AND COMMISSIONING; TECHNICAL ASSISTANCE
6.1 The Customer will prepare the Facility, so that the Site and the Facility are timely ready before
the arrival of the Equipment, as set forth in the Scope of Supply. Furthermore, the Customer
shall be responsible for the supply and setting up of all utilities' services and fuel storage facilities.
The Customer shall be responsible for handling, storage as well as for the care, custody and
control of the Equipment at the Site. If and to the extent the Contractor provides Instructions for
handling or storage of the Equipment, the Customer shall ensure that such instructions are fully
complied with.
6.2 The Customer shall be responsible for providing safe working conditions, security and general
good order at the Site, and for the care (in accordance with the written instructions provided by
the Contractor), custody and control of the Equipment delivered by the Contractor under this
Contract, provided that nothing in this Contract shall make the Customer responsible for the acts
or omissions of the Personnel.
6.3 Following its delivery to the Site, the installation and Commissioning of the Equipment shall be
carried out at the Site by the Contractor in accordance with the Technical Specifications and the
Contractor's standard guidelines and procedures. In case the Contractor's Personnel are needed
beyond the time period specified in Exhibit B (Technical Specifications and Scope of works), the
Customer shall pay for the extension according to the Contractor's current price list in effect at
the time. Upon completion of the Services, the Contractor shall issue the Completion Certificate.
6.4 The Customer shall provide free of charge sufficient and stable load, power, water, lubricants,
chemicals and fuel required for the Commissioning. The foregoing Items, consumables and
fad lities shall meet the requirements spedfied by the Contractor. The Customer shall also provide
qualified operating personnel for the Commissioning.
6.5 Commissioning is completed when the Contractor declares it If installation or Commissioning or
any test fails or cannot be carried out due to reasons attributable to the Customer within six (6)
months from the Delivery, deemed acceptance shall occur ("Deemed Acceptance').
In case of Deemed Acceptance, the following shall apply: (a) the Commissioning shall be
deemed to have been carried out and the Completion Certificate shall be unilaterally issued by
the Contractor upon expiry of the aforementioned six (6) months period; (b) the performance
of the Contract by the Contractor shall in all respects be deemed to have been in accordance
with this Contract, including that the Equipment shall be deemed to have met all the
requirements set forth In Exhibit B (Technical Specification and Scope of Supply); (c) the
Contractor shall be deemed to have performed all the Services; and (d) no claims whatsoever
relating to or arising from the Services or Commissioning shall be presented by the Customer.
The Completion Certificate shall be deemed accepted by the Customer on the filth (5) day after
its unilateral issuance by the Contractor without Customer's counter -signature.
6.6 The Contractor shall provide a performance bond In the amount of five hundred -thirteen
thousand USD ($513,000) with an expiration date of December 1st, 2025 to guarantee the
completion of Works according to the terms and Conditions of this contract ("Performance
Bond'). The performance bond should be submitted to the Owner at the time of signing this
contract.
As a condition to draw on the Performance Bond for any issues with the Works, Customer shall
Provide Contractor with a 20-day notice to allow Contractor to resolve such issues.
Upon the Performance Bond expiration date, or acceptance of the Completion Certificate by the
Customer, or Deemed Acceptance, whichever occurs earlier, the Performance Bond shall be
released. The Owner will notify the surety company In writing within 7 days following
Completion Certificate Acceptance of Deemed Acceptance to release the bond.
12
ARTICLE 7 CHANGE ORDERS
7.1 Customer Requested Change Orders
7.1.1 If the Customer desires to make any change in the Works, the Customer shall propose to the
Contractor the desired change in writing. The Contractor will prepare an estimate setting forth
the impact on the Contract, including scope, specification, delivery schedule and Contract Price.
If the Customer accepts the Contractors estimate, the Parties shall execute a change order
document setting forth the agreement of the Parties, including the impact on the Contract
If the Customer requires or directs a change without issuing a request for a change order (as
contemplated above), the Contractor reserves the right to claim a reasonable adjustment to the
Contract, including to charge the Customer for cost arising from the change and to make an
adjustment to the delivery schedule and the Contract Price as reasonably justified by the change
required or directed by the Customer.
7.2 Contractor Requested Change Orders
7.2.1 If the Contractor determines that a condition or the occurrence of an event requires a change in
the Works, the delivery schedule and/or the Contract Price, including changes due to events of
Force Majeure, the Customer's delay or other acts or omissions of the Customer or Site Conditions
deviating from the information provided to the Contractor, the Contractor shall prepare and
deliver to the Customer a Change Order form which shall describe such condition or event and
its impact The Parties shall proceed with the Change order in accordance with Article 7.4.
7.3 Change Orders for Changes of Law
7.3.1 If after the Effective Date there shall be any Change of Law, the Party becoming aware of such
Change of Law shall prepare and deliver to the other Party a Change Order proposal in
accordance with Article 7.4.
7.3.2 If the Contractor's compliance with a Change of Law would Increase the Contractor's cost of
performing the Contract, cause a delay or otherwise have an adverse impact on the Contractor's
ability to perform its obligations in accordance with this Contract, the Contractor shall be entitled
to an adjustment to the Contract, including the extension of the delivery schedule and the
Contract Price. The Contactor shall have the right to suspend the performance of the Contract
until the Parties have signed' a mutually agreed Change Order.
7.4 Change Order Process
7.4.1 A Party Initiating a Change Order shall deliver to the other Party a written Change Order proposal
describing the cause of the change and the Impact on the Contract, including the Works, delivery
time and Contract Price.
7.4.2 Within fourteen (14) days foilowing receipt of a Change Order proposal, the receiving Party shall
respond to the Change Order proposal. For any further review of the Change Order proposal,
each Party shall have a period of fourteen (14) days to give a response to the other Party.
7.4.3 Upon the Parties reaching an agreement on the Change Order proposal, the Parties shall execute
a Change Order document setting forth the agreed change and agreed change(s) to the Contract,
including the Works, delivery time and Contract Price.
7.5 Change in Circumstances Adjustment of the Contract
7.5.1 If, due to an event or a change in circumstances beyond the reasonable control of the Contractor,
the performance of this Agreement becomes excessively onerous on the Contractor, the Parties
shall conduct negotiations in good faith to reach a mutually acceptable agreement on adjustment
of the terms of this Contract (such as the Contract Price or the Completion Date) to reflect the
adverse effects of such event or change in circumstances.
7.5.2 If a mutual agreement on the adjustment of Contract has not been reached within sixty (60)
days of the date when the Contractor notified the Customer in writing of its willingness to
commence negotiations under this clause, the Contractor shall have the right to either:
13
(a) submit the matter to be resolved in arbitration pursuant to expedited arbitration, it being agreed
that the arbitration tribunal shall have the full authority to deride upon the reasonable adjustment
of the Contract; or
(b) germinate this Contract by a thirty (30) days written notice to the Customer, in which case the
Provisions of termination due to Force Majeure shall apply.
14
ARTICLE 8 CUSTOMER'S ADD'L OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
8.1 The Customer shall be responsible for obtaining all permits, approvals, authorizations, consents
and licenses from all relevant authorities for the Works and for the engineering, delivery,
Commissioning, 8 and operation of the Works and for the performance of the Services in the
country where the Site is located.
8.2 The Customer shall be responsible: Q) for providing the Contractor promptly within the time
required by the Contractor with all necessary information and data on the Site, the correctness,
accuracy and sufficiency of which are hereby warranted by the Customer; (ii) for providing timely
access to the Facility to the Personnel for the performance of the Services; and (III) for any
Change of Law.
8.3 The Customer shall be responsible for providing safe working conditions, security and general
good order at the Site. The Customer shall at all times ensure that the Site and operations at the
Site meet the requirements of applicable governmental rules. Without limiting the generality of
the foregoing, the Customer shall be responsible for the EHSS designated as Customer's
responsibility in Exhibit G (EHSS Annex). The Customer shall at all times ensure that the Site and
operations at the Site meet the requirements of applicable governmental rules.
The EHSS Annex shall be reviewed periodically by the Parties. The Parties shall agree on
necessary amendments to the EHSS Annex on the basis of the risk assessment conducted by the
Contractor (or by third party professionals designated by the Contractor), or if the security
situation has significantly changed.
If and to the extent the Customer engages contractor(s) for the work at Site, the Customer shall
ensure that such contractors) provide for and comply with the requirements. The Customer must
procure that such contractor(s) cooperate with the Contractor with respect to EHSS. However,
notwithstanding the foregoing, the Buyer remains fully responsible to the Contractor for its
obligations under this Article 8.3 and the EHSS Annex.
If the Customer (or contractor(s) acting on behalf of the Customer) fails to fulfil any of the
Customer's obligations set forth in this Article 8.3 or in the EHSS Annex, or if the Contractor
otherwise determines that the EHSS conditions prevailing at the Site are not of sufficient standard
to protect the Personnel, the Contractor shall inform the Customer in writing and shall have the
right to require corrective actions from the Customer (or from Customer's contractor(s)) at the
Customers cost. The Contractor shall have the right to withdraw the Personnel from the Site and
suspend the performance of the Services until the required corrective actions have been
implemented by the Customer (and/or its contractor(s)) and this shall automatically extend the
Contractor's completion of its obligations under the Contract on a day -for -day basis. In addition,
if the safe working conditions, security or general good order have significantly changed in the
country in which the Services shall be carried out, and there is a considerable risk for the
Personnel's health or safety (as deemed by the Contractor), the Contractor shall have the right
to immediately withdraw its Personnel from the Site and suspend its performance under the
Contract until a subsequent risk assessment proves the security situation has returned to the
original level.
8.4 Nothing In this Contract shall operate so as to lessen the Customer's responsibility Inward the
Contractor even in the event the Customer has contracted a part of the work in respect of the
Facility to a third party. Any delays, Inactions or actions of such third -party contractor of the
Customer which have an impact on the performance of the Contractor shall be considered delays,
inactions or actions on the part of the Customer for purposes of this Contract.
is
ARTICLE 9 SUSPENSION OR TERMINATION
9.1 It Is expressly agreed that the Contractor shall have the right to extend the delivery schedule
and/or suspend its performance under the Contract in the event (i) the advance payment or any
other Contract Price payment is not made by the Customer when due, or (H) the Customer has
not opened the better of Credit as set forth in this Contract, or (III) the Customer has failed to
maintain the Letter of Credit valid in accordance with Article 4.4, or (iv) the Customer has not
paid to the Contractor overdue interest or late opening fees as per Article 4.5 when due, or (v)
the Customer is in breach of any of its other obligations under this Contract. The Customer shall
compensate the Contractor for any additional cost incurred by the Contractor as a result of or in
connection with any of the foregoing events.
9.2 Without prejudice to any other right or remedy available, the Customer shall reserve the right to
suspend Its performance under the Contract on the occasion of, and for a period equal to, any
default by the Contractor In payment of any sum due and payable to the Customer hereunder.
9.3 If the Customer is in breach of any of its payment obligations and such breach continues longer
than three (3) months, the Contractor shall be entitled to terminate this Contract by notice In
writing to the Customer with immediate effiect and without requiring the consent of any court or
arbitration panel.
9.4 If, taking into full consideration the extension of time for Delivery by reason of permissible delays,
the Customer has become entitled to the maximum amount of delay liquidated damages provided
in Article 5.3 and provided that the Contractor has been in delay for at least six (6) months, the
Customer shall have the right; to the exclusion of any other right or remedy, to either (i) accept
the delayed date for Delivery and receive the amount of liquidated damages mentioned in Article
5.3, or (ii) cancel this Contract and be entitled to a refund of all payments made by the Customer
to the Contractor under this Contract and interest thereon calculated at the rate stipulated in
Article 4.5 above from the date of actual receipt of payment to the date of actual repayment.
The liquidated damages, or the refund of payments with interest, as the case may be, shall be
the Customer's sole and exclusive remedy and the Contractor's only liability for termination of
the Contract pursuant to this Article 9.4.
9.5 In the event either Party is declared bankrupt, insolvent, requests (temporary) moratorium, or
proceeds with the liquidation of its business, the other Party has the right to cancel this Contract
in whole or in part reserving any rights with respect to compensation for costs, damages and
interest.
9.6 Except as expressly otherwise provided In this Contract, the rights and remedies provided in this
Contract are cumulative and are in addition to rights and remedies available to the Parties at law.
16
ARTICLE 10 FINAL PROVISIONS
10.1 This Contract represents the entire agreement between the Parties hereto relating to the subject
matter hereof and may be amended or varied only in writing by duly authorised representatives
of the Parties. The Parties expressly waive all provisions contained in any past agreement or
correspondence which negate, limit, extend or conflict with the provisions herein.
10.2 No variation of the Works and/or the Contract shall be effective unless it and Its consequences
are confirmed in writing by the Parties In accordance with Article 7 or 9.1.
10.3 This Contract shall become binding in its entirety on the Effective Date.
10.4 In carrying out their obligations under this Contract and in providing Instructions, procedures and
requirements under this Contract and in considering and agreeing any Change Order, the Parties
will act in accordance with the principles of good faith and fair dealing.
10.5 The provisions of this Contract shall be interpreted in good faith.
10.6 The Contractor reserves the right to subcontract its obligations under this Contract (or any part
thereof), if needed, Contractor shall be entitled to use its own means and methods, but In any
event, Contractor shall be responsible for subcontractors outcome. The Contractor shall not be
liable for the performance of the subcontractor(s) selected by the Customer against the
recommendation of the Supplier.
10.7 The waiver of any breach or failure to enforce any of the terms, covenants or conditions of this
Agreement shall not in any way affect, limit, modify or waive the future enforcement of such
terms, covenants or conditions.
10.8 The Customer explicitly acknowledges that any goods supplied under or In connection with this
Contract that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and
Article 8 g of Council Regulation (EU) No 765/2006 and all related technical information,
documents and materials may not be re-exported, transhipped, diverted or transferred, directly
or indirectly, to, or for use in, Russian Federation and/or Belarus. The Customer shall undertake
its best efforts to ensure that the purpose of this paragraph is not frustrated by any third parties
further down the commercial chain, including by possible resellers. The Customer shall set up
and maintain an adequate monitoring mechanism bo detect conduct by any third parties further
down the commercial chain, including by possible resellers, that would frustrate the purpose of
this paragraph. A violation of this section shall constitute a material breach of an essential
element of the Contract, and the Contractor shall be entitled to seek appropriate remedies,
including, but not limited to termination of the Contract
10.9 The Customer shall immediately Inform the Contractor about any problems in applying the
conditions in this paragraph including any relevant activities by third parties that could frustrate
the purpose of this section of the Contract. The Customer shall make available to the Contractor
information concerning compliance with the obligations under this paragraph within two weeks
of the simple request of such information.
17
The Customer
Hutchinson Utility Commission
Attn: Mike Gabrielson
225 Michigan St SE, Hutchinson MN 55350
The Contractor
W8rtsila North America
Attn: Scott Angelmaier
11710 N Gessner Rd, Houston TX 77064
18
Telephone: 320-234-0551
E-ma[IMGabtielson@hutchinsonmn.gov
Telephone: 832-946-2093
E-mail: SoDtt.Angelmaier@wartsila.com
AR71CLE 12 PERSONAL DATA
12.1 In order to fulfil its obligations under the Contract, each Party may share Personal Data with the
other Party. Each Party undertakes to process the Personal Data in compliance with the GDPR
Regulation and/or other applicable personal data protection laws.
Wartsila's Personal Data processing activities are set out in the Privacy Notices which are available
at https://www.wartsila.comAegal-privacy/privacy.
12.2 Notwithstanding the above, each Party shall ensure that (i) the Personal Data is only processed
to the extent necessary to fulfil its obligations under the Contract; (ii) it only shares the Personal
Data to the extent necessary to fulfil its obligations under the Contract; (iii) the Personal Data Is
accurate and kept up to date; (iv) it has storage limitation policies and procedures to ensure that
the Personal Data is not kept for longer than is necessary to fulfil its obligations under the
Contract; and (v) it uses a secure data sharing platform or encryption when sharing Personal
Data with the other Party to ensure the Personal Data is processed securely
19
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this
Contract on the day and year first written above.
On Behalf of the Customer
Hutchinson utility Commission
On Behalf of the Contractor
North America
Signature
Signature
V r
Name (in full)
Ngme (in full)
r
d")u
1l46 SIN° p�b�14
Title
Title
Signature
Signature
Name (in full)
Title
20
Name (in full)
Title
Document ID: DEAA00009070 Revision: g 2 (5)
INTRODUCTION
This Annex shall form an integral Exhibit to the Contract between Wartsila and the Customer when
Wartsila is providing Services (meaning any services which Wartsila has agreed to perform pursuant
to the Contract).
This Annex shall be reviewed periodically by Wartsila and the Customer, which shall agree on
necessary amendments on the basis of the risk assessment conducted by Wartsila (or by third party
professionals designated by Wartsila), or if the security situation has significantly changed with
respect to the Delivery, the Site or the country in question.
The Customer shall responsible for the EHSS matters designated in the following checklist as
Customer's responsibility. If and to the extent the Customer engages- contractor(s) for the work at
Site, the Customer shall ensure that such contractor(s) provide for and comply with the requirements.
Wartsila's Code of Conduct must be followed in the whole project cycle.
Unless otherwise stated in this Annex, the terms and definitions shall have the meaning as stated
and defined in the Contract between Wartsila and the Customer.
ka
EHS, Environmental, Health and Safety protection
Customer Wartsila
❑ ® ❑ Responsibility for preparing a detailed health, safety and environmental
plan (the EHS plan) relating specifically to this project in due course before
any construction activity starts on the Site. The EHS plan shall be in
English. The EHS plan shall include (without limitation); description of
safety management, work permit and JSEA procedures, incident reporting
procedure, safe work rules and regulations for site construction and
installation works. The EHS plan shall include also dust-, noise- and
waste- and chemical management planning. The EHS plan shall be
approved in writing by Wartsila and Customer.
® ❑ ❑ The Site shall be equipped and staffed within all working hours with a
recognized medical technician to provide first aid, stabilize and prepare for
transportation seriously injured or ill employees. Employees shall have
access to first aid treatment and supplies 24/7. Medical facilities shall be
equipped with all necessary equipment to perform the tasks described for
the medical technician. See Site Medical Support Requirements for
details.
® ❑ ❑ The medical technician shall communicate to the employees the medical
threats present in the area as well as generic medical risks on a regular
basis whenever need therefore arises.
The on -site medical facility shall have capabilities for the identification,
® ❑ ❑ prevention, and control methods of the epidemic illnesses present in the
region.
Document ID: DEAA00009070 Revision: g 3 (5)
1 Agreement with local hospital for medical emergency cases and plan . .
red
® ❑ ❑ transportation to hospital and the information of nearest modem hospital
with information of 14gpned transp ortation methods
❑ ® ❑ ( Responsibility for identifying local requirements for occupational safety set
by authorities and inform authorities about EHS issues as required by local
legislation.
Responsibility for ensuring the safe work co-ordination and co-operation of
❑ ® ❑ contractors
❑ ❑ ® Arrange and lead weekly safety meetings and weekly site safety
inspections at the Site.
❑ ® ❑ Nominate a person responsible for management of electrical installations
at the Site.
❑ ® ❑ Arrange proper chemical storage and absorbing materials, clarify how to
act towards authorities in case of environmental accident.
❑ ® ® Responsibility to inform all incidents and serious near miss cases in writing
to Wartsila and Customer's Project Manager immediately after occurrence.
❑ ® ❑ Responsibility for introduction of new employees and visitors at the Site
(including but not limited to site safety rules, work permit procedures,
electrical safety responsibilities, the EHS plan, emergency procedures,
and required personal protection equipment at the Site).
..................
i Covered toilet and cleaning facilities shall be available in adequate number
❑ ®
❑ relative to the number of users and shall be maintained in clean and
sanitary conditions at Site
... ®e ,,,. ..... ..---_
Food..s
preparation !canteen shall be in place at site. Such facilities
® ❑
efacilities
shall be ins l and meet standards for
❑ regularly cleanliness, hygiene
and safe food storage (including refrigeration). The canteen shall be
cleaned after ev&o meal
Accommodation
...�
® El
.... e... ...........m .... _ ....m..... _ .........
El Resprovide
ponsibilitY to Provide safe accommodation according prevailing reva fling risks
(with smoke/ fire detection and alarm, professionally protected by fencing,
locking, detection, guarding, video surveillance etc.). Rooms shall be
single rooms with bathroom, normal toilet and shower facilities with warm
water as well as heating/air conditioning as per climate requirements,
J 11g;htinq sufficient for readln,Q at night, and rower outlets.
Document ID: DEAA00009070 Revision: g 4 (5)
SECURITY
Security requirements apply to the Site, transportation between housing facilities, airport and free
time facilities as the case may be.
N/A, Cdstamer. W*1*16'
❑ ® ❑ Employment of Security Coordinator / Manager for the Site during the term
of the Contract.
® ❑ ❑ Security risk assessment when operating in high risk areas. See Security
Risk Assessment Requirements for details.
® ❑ ❑ Site security plan approved in writing by Wartsila and Customer
❑ ® ❑ Establish an evacuation plan. Evacuation plan shall include security and
medical evacuation procedures including evacuation triggers, leaders and
communication action during evacuation. Evacuation plan shall be
applicable for Personnel. The Evacuation plan shall be written in English
and approved by Wartsila and Customer.
❑ ® ❑
Reliable ways of communication from the Site shall be available at all
- -- ............
times (GSM, satellite and other telecommunications)
............ .__
❑ ® ❑
..................... . e ,, m„.... �.
i The Site area shall be protected according to risk assessment (defined in
Security Risk Assessment Requirements) and prevailing threats including
lighted security fencing, gates and access control and perimeter security
such as guarding service.
® ❑ ❑
Armed and weapons trained guards with procedures of licensing,
inspecting and storing the weapons. Use of force regulations for guards
®
according to ICoCA.
........
® ❑ ❑
........ —. .. .........
Professional close protection is required for Personnel according to Risk
Assessments prevailing threats (as defined in detail Security Risk
Assessment Requirements).
❑ ❑ ®
Safeguarding of Wartsila equipment and tools, consumables and parts
when provided.
® ❑ ❑
' Personnel at the airport shall be provided including but not limited to
immi,oration clearance help. identification and escort out to the secured
Document ID: DEAA000o9070 Revision: g 5 (5)
transportation.
1 ® ❑ ❑ I Safe and secure transportation for Personnel shall be provided (vehicle
selection shall be done according to prevailing road and weather
conditions and following the risk assessment as defined in Security Risk
Assessment Requirements). Transportation shall be available, but not
limited to commuting between airport, construction site, lodging facility or
camp and emergency situations. Joumey management procedures shall
be approved by Wartsila and Customer.
AMENDMENTS AND AUDITS
Wartsila may make field audits to the Site whenever it deems necessary to ensure that the
requirements under this Annex are complied with. The audit can be carried out by Wartsila
employees or by outside professionals designated by Wartsila.
On behalf of Hutchinson Utilities Commission:
Signature
Printed Name
Date
On behalf of Wartsila:
I Signature
PrintName
4 �...,,.
Date
WARTSILA
Exhibit F E&A Supply Contract
Completion Certificate
This Certificate refers to the Contract between Wartsiia North America ("Contractor") and Hutchinson Utility
Commission ("Customer'l for the project in HUC Unit 5.
Capitalized terms used in this Certificate, unless stated otherwise, shall have the meanings ascribed to them in
the Contract. New capitalized terms used in this Certificate shall have the meanings ascribed to them in this
Certificate.
With reference to the Contract, and in relation with the following equipment ("Equipment"):
0sW0I55ingie server
OOperatorstatfon with dual screen
D sWOIS Reports with dedicated report station
L7 5WO15 Management server with dedicated operator, station
17 sWOI5 Engineering sewer with dedicated operator stai fon
Contractor hereby certifies to Customer that:
1. the Services have been completed at the Site by the Contractor in accordance with the Technical
Specifications and Scope of Supply and Wartsila's guidelines and procedures;
OR
2. Deemed Acceptance has occurred in accordance with the Contract.
Wdrtsild North America
11710 N Gessner Rd,
Houston, TX 77064
Tole: +1 281 233-6200
IN WITNESS THEREOF, the Contractor has executed and delivered this Completion Certificate through its
duly authorised representative this [......... ] day of [......... ], [.........].
[LEGAL NAME OF CONTRACTOR]
By:
Tile:
IN WITNESS WHEREOF, the Customer accepts this Completion Certificate through its duly authorised
representative this [......... ] day of [......... ], [......... I
WARTSILA [include complete name of the WSrtsig entity]
By:
Title:
The Completion Certificate shall be deemed accepted by the Customer, without Customer's counter -signature,
on the fifth (5) day after its issuance by the Contractor.
Wartslla North America
11710 N Gessner Rd, Houston, TX 77064
Tole. +1 281 233.6200
Exhibit G
Title:
WARTSIL 1
Author.
Owner.
Approved by:
............ ._..—
Organisation:
Project,...._ .............. .
Hutchinson
sWOIS Upgrade
EHSS Annex for EEO Projects
Karkinen, Mia
Karkine..
R, Mra
Karkinen, Mia
Energy Business
Doc.ID: DEAA00009070
Revision: g
Status: Finalized
Pages: 1 (5)
ENVIRONMENTALF HEALTH, SAFETY
SECURITY ( SS) ANNEX
For Hutchinson Utili ies Commission
s' OIS Upgrade Unit 5
This information is confidential and proprietary to Wartsila. No distribution or duplication in any form of any
material contained herein is permitted without the prior approval of Wartsilik.
Offer ID: OP801362
Created by: WLA003
Revision: b
Date: September 30, 2024
V1i�tRTStt�1 �`���
Section Description
A EQUIPMENT
A3.2 HMISYSTEM
A3.2.1 SWOTS SINGLE SERVER:
Hardware:
Server cabinet
UPS
GPS
Operator station with dual screen
Server
Firewa[I - Fort! Gate FG-10OF
Switch - FortiSwitch FS-148F
Ethernet cable
Software:
Windows Server 2022
Aveva Intouch 2023 R2
Greylog, Debian
OPC UA
A3.2.2 SWOis REPORTS:
Hardware:
Server
Reporting station
Ethernet cable
Software:
Windows Server 2022
Reports for Operatlons 2023
A3.2.3 SWOIS REMOTE MONITORING:
Hardware:
Server
Switch - Moxa EDS-205A
Software:
Windows Server 2022
A3.2A SWOTS ENGINEERING STATION
Hardware:
Server
This information is confidential and proprietary to Wartsila.
QTr WArtslll North Responsibility
America Inc. efOustomer
Page: 2 of 6
-'
Offer ID:
OP801352
Created by:
WLA003
Revision:
b
�^
Date:
September 30, 2024
� *
WAR t SILA''`
Section Description
p
QTY WANSIla North Responsibility
America Inc. of Cublomer
Operator station
1
X
Ethernet cabfe
1
X
Software:
Windows Server 2022
1
X
A3.2.5
SWOTS MANAGEMENT SYSTEM
1
X
Hardware:
1
X
Server cabinet
1
X
Server
1
X
Switch - FortiSwitch FS-124F
1
X
UPS
1
X
Operator station
1
X
Software:
Windows Server 2022
1
X
SIMATIC STEP 7 Professional
1
X
Software for protection relays
1
X
CMT1000 for AVR Unitrol
1
X
C
ENGINEERING AND DOCUMENTATION
C1
ENGINEERING
CIA
SWOTS SINGLE SERVER SETUP
X
Implementation of CWR905 - Domain controllers
Implementation of CWA901 - WOIS
Implementation of CWL901 — Log collector
Hypervisor Installation and configuration
Firewall configuration
Operator station configuration
C1.2
SWOIS SINGLE SERVER SETUP WITH REMOTE MONITORING
Implementation of CWG903
1
X
Hypervisor installation and configuration
1
X
Firewall configuration
1
X
C1.3
SWOTS SINGLE SERVER SETUP WITH REPORTS
Implementation of CWF901 - Reports
1
X
Hypervisor installation and configuration
1
X
Firewall configuration
1
X
Report application
1
X
Reporting station configuration
1
X
CIA
SWOTS ENGINEERING STATION
Implementation of CWD901 & CWD902— Engineering station
1
X
This information is confidential and proprietary to WOrtsil0.
Page: 3 of 6
gym,
Offer ID:
OPS01352
Dew
Created by:
W1A003
�
i"t
Revision:
b
WARTS
Date:
September 30, 2024
Section Description OTY America Inc.fResponsibility
Firewall configuration 1 X
C1.4 SWOIS MANAGEMENT SYSTEM
Implementation of CW0901 — Backup
1
X
Hypervisor installation and configuration
1
X
Firewall configuration
1
X
C2
DOCUMENTATION
sWOIS FAT report
1
X
Updated SWOIS manuals
1
X
As -built control system drawings
1
X
E
TAXES / DUTIES / PERMITS I INSURANCE
D
TRANSPORTATION OF ITEMS SUPPLIED BY WARTSIU( (DDP, HUC-UNIT 5 SITE,
MINNESOTA,USA)
1
X
E1
TAXES / DUTIES
Importation tax of delivered equipment
1
X
Customs clearance and broker costs
1
X
Sales / VAT tax and local taxes
1
X
Labour tax
1
X
Other taxes / duties (if required)
1
X
E2
PERMITS
Local business permit
1
X
Installation permitting, approvals, stamps, etcetera
1
X
Permitting procedures
1
X
Local fees for doing installation
1
X
Other permits (if required)
1
X
E3
INSURANCE
General liability and product liability insurance
1
X
General liability and product liability insurance
1
X
Construction and erection all risk insurance
1
X
Workers' compensation and employer's liability insurance for Wartsilii
personnel
1
X
Workers' compensation and employer's liability insurance for Customer
personnel
1
X
F PROJECT MANAGEMENT SERVICES
Project management (Items and work under the responsibility of Wa►tsila) 1 X
This information is confidential and proprietary to VWrlSila. Page: 4 of 6
Offer ID:
°m
Created by:
Revision:
WARTSIL
Date:
OP801352
WLA003
b
September 30, 2024
Section Description QTY WArtsil8 North Responsibiny
America Inc. of Customer
Maintain project schedule (Items and work under the responsibility of Wartsila) 1 X
G ON -SITE WORKS
G1 SITE ORGANISING AND RESOURCING
Site management (Items and work under the responsibility of Wartsila)
1
X
One (1) sWOIS engineer for 15 business days for installation and
1
X
commissioning of the sWOIS single server system.
Travel to destination for personnel supplied by Wartsild
1
X
Board and lodging for personnel supplied by WartsIM
1
x
Local transport for personnel supplied by Wartsila
1
X
Introduction to sWOIS
1
X
G2 LOCAL SUPPLY AND INSTALLATION
G3 REMOVAL OF ELECTRICAL EQUIPMENT
Removal of old WOIS stations
1
X
G4 INSTALLATION OF ELECTRICAL EQUIPMENT
Installation of server rack into control room
1
Wailld to X
assist
Cable Pulling to sWOIS rack (if needed)
1
X
Installation of GPS
1
X
H TEMPORARY INSTALLATION AND ARRANGEMENTS
H1 ROADS AND WORKING AREA
Storage for sWOIS equipment 1 X
H2 UTILITIES
Temporary office facilities for Wartsila personnel 1 X
Internet connection to site 1 X
Internet consumption during construction 1 X
Electricity source and hook-up 1 X
Electricity oonsumption during construction 1 X
Illumination during construction 1 X
Parking places during construction 1 X
120VAC / 6OHz supplies for sWOIS and sWOIS management system UPS and 1 X
power distributions
This information is confidential and proprietary to Wtirtsilti. _ Page: 5 of 6�
Offer ID:
a
Created by:
Revision:
WARTSILAS
Date:
Section Description
H3 SECURITY
Security of Mrtsila supplied equipment
HS DEMo81LRATION
De -mobilisation and re -mobilisation costs due to reasons not attributable to
WArtsila
Cleaning of areas used by WArtsila
Waste handling
Excess imported material
OP801362
V"003
b
September 30, 2024
QTy WIrtsn& North Responsibility
America Inc. of Customer
t X
1 X
1 X
1 X
t X
NOTES
• The estimated installation and commissioning time is based on site condition that the control system and engines
are available for modification on time agreed. Working time / waiting time exceeding the estimation and not related
on Wartsila reasons will be charged according to Appendix - Field Service Rates 2024.
• sWOIS system requires an air-conditioned space and access to the server rack from the front and behind.
• sWOIS is a continuous developing product and the component types can change before delivery.
This information is confidential and proprietary to Wartsild _ Page: 6 of 6
1. INTRODUCTION AND DEFINITIONS
1.1 These General Terms and Conditions — Service Projects for Power
Plants (2024) (the 'Conditions') shall, unless otherwise agreed in writing,
apply to all service work and sale of equipment, parts and components for
the project to be carved out on the Customer's Facility ('Works') by any
authorised member, agent or representative of the Wartsila Group (the
'Contractor") to a purchaser (the 'Customer"). The Contractors offers are
non -binding until accepted and confirmed by a purchase order issued by the
Customer in compliance with these Conditions which is acknowledged by the
Contractor, or, ff the parties will conclude a separate contract, until the parties
have signed such contract (any such acknowledged purchase order, or
separate contrad signed by both parties, is referred to herein as a
'Contract"). These Conditions shall form an integral part of the Contract The
Customer may not change or cancel any purchase order after it has been
received by the Contractor unless the Contractor has agreed in writing to
such change or cancellation.
1.2 Definitions
The following terms shall havethe meanings set forth belowwhen capitalised
and used in the Conditions.
"Affiliate" means a person or entity who, with respect to a specified person or
entity, directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the person or entity specified
For the purposes of this definition, "control' shall mean the power to direct
the management or policies of such entity, whetherthrough the ownership of
voting securities, by contract or otherwise. For purposes of the Conditions,
the Customer and the Contractor shall not be deemed to be Affiliates of each
other.
'Change of Law" means
a) the enactment, adoption, promulgation, modification, repeal or any change
in the Interpretation, after the Effective Date, of any governmental or other
rules; or
b) the imposition of any material condition on the Issuance or renewal of any
governmental approval after the Effective Date; or
c) the failure to issue or renew any govemmental approval; or
'Commissioning' means starting up and acceptance of the Equipment
system by system in accordance with the Cardrectors standard guidelines
and procedures.
"Contract" has the meaning set out in Article 1.1.
"Completion Certificate' means the Contractors completion certificate to be
issued pursuant to Article 3.5.1.
'Critical Components" has the meaning sot out in Article 15.1.
'Delivery' means the delivery of the Equipment, as agreed between the
parties and in accordance with the Contract and Incoterms® 2020 (unless
otherwise agreed).
'Effective Date" means the date of the Contractors order confirmation upon
which the Contract shall become effective.
"Equipment" means the equipment to be delivered by the Contractor
according to the Scope of Supply.
'Facility" means the Customers power plant facility in which the Works will
be conducted, and which is defined in the Contractors offer.
"Force Majeure' means any cause or occurrence affecting the ability of a
Party hereto to perform its obligations under the Contract, which cause or
occunencee (i) is beyond the reasonable control of the Party affected; VI) Is
not due to an ad or omission of the Party affected; and (it) could not have
been avoided or overcome by the exercise of reasonable diligence, including,
but not limited to, acts of God or the public enemy; expropriation or
confiscation of facilities; actions or omissions of any governmental unit or
compliance with any order of any governmental unit; lack of or failure or
inability to maintain in effect any govemmenat approvals required for the
performance of the obligations of the party which have been timely applied
for, trade or economic sanction; sabotage, acts of war (declared or
undeclared); blockade; embargo; insurrection; hostilities; civil unrest; dots;
military, guerrilla or pirate action; terrorist activity or threats of terrorist
activities which, under the circumstances, would be considered a precursor
to actual terrorist activity; banditry; abnormally adverse weather conditions
not reasonably anticipated by the parties (normal bad weather prevailing at
any site at which the obligations of the party is being performed, however,
shall not be included); adverse weather conditions on the high sess;
earthquake, tsunami or other seismic activity; inability to obtain and maintain
rights of way for, or ingress to or egress from the Site, necessary for the
performance of the obligations of the party; fires; foods; explosion;
accidents; epidemics, pandemics; or response measures (such as
quarantine) associated therewith; national, regional or local strikes, work
stoppages, boycotts, walkouts or other labour disputes that are political in
origin or of general application to the Industry or field concerned (but
excluding any thereof directed specifically against the Contractor or any
Subcontractor or any Affiliate of any of the foregoing at the Site or any place
of fabrication, if not politically motivated); or any similar event adversely
affecting the Contractors Subcontractors or other supply or logistics chain;
or any other cause or occurrence, whether or not of the same class or kind
as those specifically named above, witch fulfills items (i) through (III) set out
above in this definition. The Parties expressly agree that any conflict or
disruption in or around the Suez Canal and/or Gulf of Aden and/or Red Sea
and/or arty regional escalation (including any measures and consequences
associated with such conflict) shall be deemed to constitute a Force Majeure
event hereunder (whether the events are foreseen or unforeseen at the time
of this Agreement). Further, and accordingly any existing arrangements that
are, at the time of this Agreement, already affected by the said events shall
not be within the control of a Party. Further, and accordingly any existing
arrangements that are, at the time of the Contract, already affected by the
said events stall not be within the control of a Party.
'Personnel' means the personnel of the Contractor performing the Services.
'Scope of Supply' means the scope of supply agreed in the Contract
including the technical specifications (if a technical specification is included).
'Services' means any services specified In the Scope or Supply that the
Contractor has agreed tD perform pursuant to the Contract, or by way of
repairing or re-perhorming the Services under the warranty or otherwise.
"Site" means the location where the Facility is located and where the Works
are to be performed.
'Subcontractor" means any person or entity having a contract with the
Contractor orany other subccntractorto perform any part of the Contractors
obligations under the Contract
'Taxes'shall mean any present or future taxes, including, but not limited to,
VAT, duties, tariffs, fees, customs, imposts, deductions, withholdings, port
charges or any other official charges imposed by any national or local
authority, whether associated with the Woks, and/or the importation of the
Works for the purposes of the Contract.
'Mrks" means, collectively, the supply of Equipment and performance of
Services to be provided by the Contractor according to the Scope of Supply.
2. CONFIDENTIALITY, INTELLECTUAL PROPERTY AND EQUIPMENT
TECHNICAL DATA
2.1 Neither party shall copy ordisinkme to a third party anydocument or data
provided by the other party without the priorwritten consent of the other party
or use them for purposes other then those for which they were provided.
Intellectual property rights associated with the Works or any document or
data provided by the Contractor in connection therewith shall remain the
Contractors property.
2.2 The Customer shall defend, indemnify and hold harmlessthe Contractor
against all claims, losses and damages, including, without limitation,
reasonable attorneys' fees, arising out of or resulting from any reuse,
modification, reproduction or publication of the Contractor's intellectual
Property documents or data.
Z3 To the extent there is a conflict between the foregoing provisions
regarding confiderrtiality and intellectual property and any terms orconditions
of any software license agreement, the terms and conditions orsuch software
license agreement shall prevail.
2.4 The Contractor shall defend the Customer against claims made against
the Customer by any third party unrelated to the Customer for infringement
or alleged infringement of a patent or similar registered intellectual property
right in respect of the manufacture or sale of the Works, unless such
Infringement or improper use is at the direction of the Customer or based on
use not contemplated under the Contract and provided that; f) the Customer
Promptly notifies the Contractor In writing of any such claims; H) the Customer
provides full disclosure and necessary assistance in respect of such claims
made against the Customer, III) the Customer does not take any position
adverse to the Contractor with respect to such claims and gives the
Contractor sole authority, at the expense of the Contractor, to settle and
defend such claims. The Contractors only obligation will be, in its sole
discretion, to either procure the right for the Customer to continue use of the
Works, or to modify or replace the Works in whole or in part evoiding any
such infringements. The Contractor shall have sole authority for the control
OF the defence of any and all such claims and any suits brought, and the
Customer shall render such assistance as the Contractor may reasonably
require In connection therewith; provided that in any suit brought on any such
claim, the Customer has the right to be represented by counsel of its awn
choice and at its own expense. This Article 2.4 sets forth the Customers sole
and exclusive remedy and the Contractors only liability with respect to any
actual, threatened or alleged claims for infringement or violation of third
party's intellectual property rights,
2.5 Notwithstanding anything to the contrary contained herein, the Contractor
shall riot have any liability to the Customer to the extent that any alleged or
actual infringement or claim thereof is based upon; () use or operation of the
Works in combination or with equipment or technology (including any
software, hardware, firmware, system or network) not supplied by the
Contractor where the Works would not in itself be infringing; (i) compliance
with the Customers designs, specifications or instructions; (iii) use of the
Works In an application or environment for which it was not designed; or (rv)
modifications of the Works by anyone other than the Contractor without the
Contractors prior written approval; (v) failure to timely implement any
maintenance release, modification, update or replacement of the Works
made available by the Contractor, or (V) use of the Works after the
Contractor's notice to the Customer of such activity's alleged or actual
Infringement or other violation of a third party s intellectual property rights.
2.6 Notwithstanding anything to the contrary, Contractor and its Affiliates
shall have the right to collect data from sensors, instruments, monitors, data
collectors, industrial control or SCADA devices located at the Customers
sites or on the Equipment delivered and use such data, including but not
limited to, to support and develop its products, solutions and services. Data
may be transferred within Wartsila group and to third parties who act for or
on its behalf for processing the data. Contractor and its Affiliates shall own
any enrichment, report or derivative work developed or derived from such
data. The rights granted hereunder shall survive any termination or expiration
of the Contract.
2.7 Subject to Customer's compliance with the Contract and these
Conditions, Contractor grants Customer a non-exclusive license to use any
software supplied with the Works ('Software) in connection with the normal
and proper use of the applicable products. Customer may make copies of
the Software only where essential for its lawful operation or for necessary
back-up purposes. The following terms apply to the Software: (1) Customer
shall not copy, modify, create derivative works from, disassemble or
otherwise attempt to derivethe source code; (2) supply of Software does not
include updates, upgrades, maintenance, support or other additional
services and any such items shall be subject to separate written agreement
and additional cost; (3) the use of the Software may be subject to separate
terms of use or third -party software terms as updated from time to time; (4)
any onward supply of the Software to Customers customers or other end
users, stall be subject to the applicable terms of the Contract and these
conditions (or substantially equivalent terms). If any cloud -based service is
supplied in connection with the Works ("Cloud Service") then the Customer
may access the Cloud Service for the duration agreed in the Cordract.
3. DELIVERY, PERFORMANCE AND ACCEPTANCE OF WORK
3.1 Any date or period for Delivery or completion of Services stipulated or
quoted shall be deemed to be an estimate only, and there shall be no express
or Implied time limit in dispatching or completing any Works.
3.2 The Customer shall prepare the Facility so that the Site and the Facility
are timely ready before the arrival of the Equipment. Furthermore, the
Customer shall be responsible for the supply and setting up of all utilities'
services and fuel storage facilities. The Customer shall be responsible for
handling, storage as well as for the care, custody and control of the
Equipment at the Ste. If and to the extent the Contractor provides
Instructions for handling or storage of the Equipment, the Customer shall
ensure that such instructions are fully complied with.
3.3 If the Customer anticipates that the Works cannot be commenced as
agreed in the Contract due to reasons attributable to the Customer, the
Customer shall notify the Contractor in writing stating the reason and the time
when the Customer anticipates that the Works could commence. The
Contractor may by notice require the Customerto set a final reasonable time
for when the Works should commence Any additional costs related to such
delay shall be borne by the Customer.
3.4 The Customershall be responsible for providing safe working conditions,
security and general good order at the Site, and for the care (in accordance
with the written Instructions provided by the Contractor), custody and control
of the Equipment delivered by the Contractor under the Contract, provided
that nothing in the Contract shall make the Customer responsible forthe acts
or omissions of the Personnel.
3.5 installation and Commissioning by the Contractor
3.5.1 Unless agreed that the Customer is responsible forthe installation and
Commissioning (in which case Articles 3.6.1 to 3.6.7 shall apply), then
following its Delivery to the Site, the installation and Commissioning of the
Equipment shall be carried out at the Site by the Contractor in accordance
with the Scope of Supply and the Contractor's standard guidelines and
procedures. In case the Contractors Personnel are needed beyond the time
period specified in the Scope of Supply, the Customer shall pay for the
extension according to the Contractors current price list in effect at the time.
Upon completion of the Works, the Contractor shall issue a written
completion certificate ('Completion Certthcatel.
3.5.2 Commissioning is completed when the Contractor declares it. If
installation or Commissioning or any test fails or cannot be carried out due
to reasons attributable to the Customer within three (3) months from the
Delivery, deemed acceptance shall occur. In case of deemed acceptance,
the following shall apply: (a) the Commissioning shall be deemed to have
been carded out and the Completion Certificate shall be unilaterally issued
by the Contractor upon expiry of the aforementioned three (3) months period;
(b) the performance of the Contract by the Contractor shall in all respects be
deemed to have been in accordance with the Contract, including that the
Equipment shall be deemed to have met all the requirements set forth in the
Scope of Supply; (c) the Contractor shall be deemed to have performed all
the Services; and (d) no claims whatsoever relating to or arising from the
Services or Commissioning shall be presented by the Customer. The
Completion Certificate shall be deemed accepted by the Customer on the
fifth (5) day after its unilateral issuance by the Contractorwithout Customer's
counter -signature.
3.6 Installation and Commissioning by the Customer with Contractor's
Technical Assistance
3.6.1 Following its delivery to the Site, the installation of the Equipment shall
be carried out at the Site by the Customer or by contractors on behalf of the
Customer, as the case may be, and In accordance with the Scope of Supply,
the Contractors standard guidelines and procedures, manufacturers
manuals and instructions, the current Industry best practices and the
recommendations given by the Personnel. The installation of the Equipment
shall be carried out with the technical assistance of the Contractor and its
Suboontractor(s), which shall be limited to advisory or consultancy activities
to support the installation.
3.6.2 The Contract Price includes technical assistance for the number of
days specified in the Scope of Supply. In case the Contractors technical
assistance is needed beyond the fime period specified in the Scope of
Supply, the Customer shall pay for the extension according to the
Contractors then current price list.
Unless otherwise stated in the Contractors offer, the Contractor shall second
its Personnel for technical assistance during the installation and
Commissioning of the Equipment to the Customers nominated company in
the project country and shall provide the Customer with all information
necessary to regularise this arrangement (and enable the Customer to obtain
any local work authorisations for such Personnel) at its own cost and
expense. Notwithstanding such secondment, the Contractor shall remain
solely liable for (I) the payment of the salary, pension and welfare
contributions, health and life insurance and all other pecuniary and non -
pecuniary employment benefits to which its Personnel may have any claim
or entitlement in any jurisdiction (including following termination of their
employment), (ti) any claim of vicarious or other employer or employment -
based liability brought by or an behalf of such Personnel against the
Customer or any of its Affiliates, and (iii) the acts and omissions during the
period of such secondment which, for the avoidance of doubt, shall remain
the sole risk and responsibility of the Contractor and shall not entitle the
Contractor to claim any reduction in its liability under this Contract The
Contractor shall indemnify and hold harmless the Customer, its Affiliates and
their respective directors, officers and employees against any claim,
demand, suit, loss, liability, cost (including reasonable legal fees) orexpense
arising out of or in relation to the employment of the Contractors Personnel
and their acts and omissions during the period of secondment to the
Customer, subject to the limitations of liability set forth in this Contract.
3.6.3 The Customer shall report works progress and estimated Installation
completion date on weekly basis in order to allow Contractor to plan and
coordinate the Personnel's schedule.
3.6A Following the completion of installation of the Equipment by the
Customer, the Customer shall issue an installation certificate to the
Contractor in the form and substance agreed in the Contract. The installation
certificate indicates that: 1) the Equipment is in conformity with the Scope of
Supply; 2) the Equipment has been installed according to the Contractor's
instructions and guidelines; 3) the Equipment can be started safely. The
installation certificate shall become valid upon rormter-signature by the
Contractor. The Contractor has the right to require corrections to the
installation of the Equipment as a condition for counter -signing the
installation certificate submitted by the Customer. The Customer must make
the required corrections at its own cost and using its own personnel,
whereafter the Contractor shall counter -sign the installation certificate. The
Customer shall be solely responsible for the proper and timely installation of
the Equipment
3.6A The Contractor shall carry out the Commissioning of the Equipment,
which shall be started after counter -signature by the Contractor of the
installation certificate. The Contractor reserves the right to stop the
Commissioning procedure In order to make necessary adjustments. Under
no circumstances shall the Customer be authorised to carry out the
Commissioning without the technical assistance services of the Contractor.
The Commissioning of the Equipment shall not be started before the
Contractor has counter -signed the installation certificate.
3.6.6 The Customer shall provide free of charge sufficient and stable load,
Power. water, lubricants, chemicals and fuel required for the Commissioning.
The foregoing items, consumables and facilities shall meet the requirements
specified by the Contractor. The Customer shall also provide qualified
operating personnel for the Commissioning. Commissioning is completed
when the Contractor declares it If the Commissioning or any test fails or
cannot be carded out due to reasons not attributable to the Contractor, or If
the installation certificate has not been issued by the Customer and counter-
signed by the Contractor within three (3) months from the Delivery of the
Equipment, the Works shall be deemed to have been accepted by the
Customer.
3.6.7 In case of deemed acceptance, the following shall apply: (a) the
Commissioning shall be deemed to have been carded out and the
Completion Certificate shall be unilaterally issued by the Contractor upon
expiry of the aforementioned three (3) months period; (b) the performance of
the Contract by the Contractor shall In all respects be deemed to have been
in accordance with this Contract, including that the Equipment shall be
deemed to have met all the requirements set forth In the Scope of Supply;
(c) the Contractor shall be deemed to have performed all the Services; and
(d) no claims whatsoever relating to or arising from the Services or
Commissioning shall be presented by the Customer. The Completion
Certificate shall be deemed accepted by the Customer on the fifth (5) day
after its unilateral issuance by the Contractor without Customer's counter-
signature.
3.7 The Customer shall have no right to reject or refuse the Delivery or
acceptance or the Equipment or Services by reason of minor defects which
do not prevent the normal operation of the Equipment: provided that the
Contractor agrees to remedy such defects after the completion of the Works
In compliance with the Contract.
3.8 The Customer shall be deemed to have accepted the Works performed
by the Contractor as being in accordance with the Contract unless the
Customer has notified the Contractor of any non -conformity within seven (7)
days following the last day on which the Works were performed.
4. DOCUMENTATION AND SCOPE OF SUPPLY
4.1 The limits of the scope of supply shall be exhaustively specified in the
Scope of Supply. All modifications, documentation, approvals, and any
procedures, which are required due to any applicable laws or regulations,
shall be the responsibility of and arranged and paid entirely by the Customer.
Because of the continuous technical development and unless otherwise
agreed between the parties, the Contractor reserves the right to make
improvements to the Works not yet delivered.
4.2 Any illustrations, catalogues, drawings and dimensions which are either
provided by the Contractor or are otherwise acquired by the Customer and
which relate to the Works are for information purposes only and are not to be
relied upon by the Customer as containing any representations, warranties
or indemnities, except to the extent that the contents of any such document
are expressly incorporated in writing into the Contract
4.3 The Customer declares and guarantees that the Customer has, in due
time prior to entering into the Contract, fully informed the Contractor of the
standards, codes and regulations applicable to the Works, including, but not
limited lo, the operation of the Equipment and the health, security and safety
of the Personnel at the Site. The standards, codes and regulations applicable
to the design and/or manufacture of the Works are exclusively set forth in the
Scope of Supply. If any other standards, codes or regulations are found to
be mandatorily applicable, they shall be treated in the same manner as
stipulated in Article 4.1 above.
5. COMPENSATION, PAYMENT AND OWNERSHIP
5.1 The price for the Works shall be as agreed in the Contract (°Contract
Price'). If the charges for the Services are not part of the lump sum price,
then unless expressly agreed otherwise in writing, the price for the Services
Is based on the Services performed during normal working hours and time
sheets for each week shall be provided thereafter by the Contractor to the
Customer and shall be promptly checked and attested by the Customer. The
time sheets provided by the Contractor shall be deemed to be evidence of
the working hours invoiced by the Contractor. Hourly rates, overtime rates
and daily allowances shall be as specified In the Contractors standard rates
then in effect (such rates are subject to change from time to time). The
Customer will be charged a daily allowance for each of the Contractors
Personnel based on the number of working days from the date of departure
of such Personnel until their return. Unless otherwise agreed in writing, a
normal working week is comprised of forty (40) hours; eight (8) hours per
working day, spread over five (5) working days. Local holidays shall be
observed. Unless otherwise agreed, any Services done outside normal
working hours shall be charged to the Customer as overtime. Any waiting
time for which the Contractor Is not responsible shall be charged to the
Customer as normal working time. Time spent by the Contractors Personnel
travelling to and from the Contractor's office, the Site and the Customer -
provided lodging shall be forthe Customer's account. The daily remuneration
and allowances shall be payable during incapacity card by sickness of or
accident to any of the Contractors Personnel if caused by failure of the
Customer to maintain safety in the Site environment. All prices are exclusive
of packing materials, Taxes and other miscellaneous fees which the
Contractor shall not be responsible for. Unless otherwise agreed, payment
shall be made by bank remittance in the currency and to the bank account
set forth in the invoice within twenty (20) days following the date of the
invoice.
5.2 Payment shall be made in full without any set off, counterclaim or
deduction. The Customer shall pay Interest on overdue payments from the
maturity date until the actual date of payment at the rate of the one (1) Month
Euribor rate published as at the due date plus ten percent (10%), until the
Payment is made in full. The Customer shall pay to the Contractor all costs
related to the collection of overdue amounts, including reasonable attorneys'
fees. In the event any payment Is more than thirty (30) days late, the
Contractor shall be entitled to suspend or terminate the Contract by written
notice to the Customer, and such remedies shall not be exclusive of the
Contractor's additional rights under contract or law. Title to any Equipment
shall pass to the Customer only when payment in full has been received by
the Contractor. If the applicable law does not aglow the Contractor such a
retention of title or ownership of the Equipment, the Contractor shall be
entitled to such other similar or corresponding rights as the applicable law
allows it to retain. The Customer shall take all measures to ensure that the
title of the Contractor is in no way prejudiced. The Customer shall, upon
request and as a precondition for performance of the Works, provide the
Contractor with security covering any unpaid amount already owed to the
Contractor or any of its Affiliates.
5.3 Unless otherwise agreed in the Contract, all travel expenses, plus ten
percent (10%) administrative fee, incurred in connection with the Contract
shall be for the account of the Customer. Travel expenses include: (a) fares
forjourney by rail, sea, air, car and/or bus; (b) cardage, freight and customs
duties as well as insurance due in connection with personal effects,
instruments and tools required for the Works, including necessary costs for
overweight on air freight; and (c) all out-of-pocket expenses incurred by the
Contractor for the Works ordered by the Customer, such as irdemet use and
telephone calks.
5.4 In the event of any illness or accident affecting any of the Contractors
personnel, whether during the performance of the Works or otherwise,
necessitating medical attention or hospital treatment the Customer shall
ensure that the best and appropriate medical facilities and medications are
made available to the Contractor's personnel. If it is necessary to repatriate
an ill, Injured or deceased member of the Contractors personnel, the
Customer shall assist the Contractor in arranging for such repatriation in the
safest and most expedient manner. All costs incurred under this Article 5.4
shall be bome by the Contractor.
5.5 Any assistance or work performed by the Contractor outside the Scope
of Supply shall be charged as extra work in accordance with the Contractors
standard rates then In effect and with these Conditions.
6. WARRANTY
6.1 The Contractor warrants that the Works is free from defects in materials
and workmanship for the duration of the warranty period. The Contractor
shall repair or replace, at its sole discretion, any defect in the Equipment
which appears during the warranty period as a result of defective material or
manufacturing, and to re -perform any Services which is defective and which
appears during the warranty period. Any replaced parts of the Equipment
shell upon the Contractor's request be returned to the Contractor at the
Contractor's cost. All warranty claims shaft be made in writing without delay
according to the Contractor's warranty claim procedures and not later than
fourteen (14) days follovng (i) discovery of such defect during the warranty
period, or (ii) the day when such defect should have been discovered by the
Customer during the warranty period. The Customer shall have the burden
to establish that the claim is covered by this warranty. Replaced parts of the
Equipment shall become the Contractors property. Delivery of repaired or
replaced equipment, parts and components and re -performance under this
warranty shall be made in accordance with the original Contract delivery
terms. The Customer shall be the importer of record of all warranty parts and
shall be responsible for payment of all customs duties, taxes, fees and other
charges payable in connection with the importation of warranty parts.
Contractor warrants that any Software shall not contain any material non-
conformance with the Contractor's technical specification for such software
during the warranty period and that the Cloud Service will perform
substantially in accordance with the Contract and Contractor's technical
specifications for the duration ofthe applicable term provided in the Contract
6.2 The warranty period in respect of the Equipment begins on the date of
delivery and ends eighteen (18) months from the date of delivery or twelve
(12) months from installation, whichever occurs first. The warranty period In
respect of the parts of the Equipment which have been repaired or replaced
underthe warranty shall expire six (6) months following the date when: (i) the
repaired or replacement parts of the Equipment are placed in service; or (li)
upon the expiration of the warranty period applicable to the originally supplied
Equipment as set forth above in this Article 6.2, whichever occurs later. The
warranty for repaired or replacement parts of the Equipment shall be subject
to the same terms, conditions and limitations of liability as those applicable
to the originally supplied Equipment. Under no circumstances shall the
warranty period of any Equipment (whether as originally supplied or as
repaired or replaced) extend beyond the date that is thirty-six (36) months
following the date of commencement of the original warranty period as
stipulated above In this Article 6.2.
6.3 The warranty period for the Services begins on the date or delivery and
ends six (6) months from the last day of performance of the applicable
Services. The warranty period in respect of Services which have been re -
performed under the warranty shall expire six (6) months following the last
day on which the Services were re -performed under the warranty. The
warranty for re -performed Services shall be subject to the same terms,
conditions and limitations of liability, as those applicable to the originally -
performed Services. Under no circumstances shall the warranty period of
any Services (whether original or re -performed) extend beyond the date that
is twelve (12) months following the date of commencement of the original
warranty period as stipulated above in the first sentence of this Article 6.3.
6.4 The Contractor shall not be liable for any defect due to or arising in
connection with: (1) any materials, components, tools, designs or Software
provided by the Customer; (2) negligence or wilful misconduct of the
Customer; (3) parts, accessories or attachments other than those supplied
by the Contractor in the course or performance of the Works; (4) any
recommendation provided as part of the Software or Cloud Service; (5)
Improper service work, installation or alterations carried out by the Customer;
(6) normal wear and tear; (7) use of unsuitable material or consumables by
the Customer; (8) fluctuation in the grid; (9) any use, service or operation of
any Equipment, parts or components upon which Works was performed
which Is not In conformity with manuals, instructions or specifications
provided by the Contractor or which is otherwise not in accordance with
normal industry practice. The Contractor's warranty obligation does not
include any cranage, electricity, scaffolding, towage costs, demounting or
mounting costs and expenses of the Contractor's personnel or
representatives, Taxes, and all such costs and expenses shall be reimbursed
by the Customer to the Contractor when applicable, If after the Contractor's
warranty investigation it is found that the Customer does not have a warranty
claim within the scope of these Conditions, then Customer shall be
responsible for all applicable costs and expenses for such inspection,
repaired or replaced parts or other service work.
6.5 THiS ARTICLE 6 SETS FORTH THE ONLY WARRANTY APPLICABLE
TO THE WORKS AND IS IN LIEU OF ANY AND OTHER WARRANTIES,
GUARANTEES, OBLIGATIONS AND LIABILITIES EXPRESS OR IMPLIED
INCLUDING WARRANTIES, GUARANTEES, OBLIGATIONS OR
LIABILITIES AGAINST NON -CONFORMITY OR DEFECTS. THE
CUSTOMER HEREBY WAIVES ALL OTHER REMEDIES, WARRANTIES,
GUARANTEES AND LIABILITIES, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION FITNESS
FOR PURPOSE, MERCHANTABILITY OR SATISFACTORY QUALITY).
CUSTOMER ACCEPTS THE SOFTWARE AND CLOUD SERVICE 'AS IS"
AND AS AVAILABLE. CONTRACTOR DOES NOT GUARANTEE THAT
THE SOFTWARE OR CLOUD SERVICE WILL BE ERROR -FREE, VIRUS -
FREE, UNINTERRUPTED OR FREE FROM VULNERABILITIES, OR THAT
CONTRACTOR WILL CORRECT ALL ERRORS. CUSTOMER
ACKNOWLEDGES THAT CONTRACTOR DOES NOT CONTROL THE
TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,
INCLUDING THE INTERNET, AND THAT THE CLOUD SERVICE MAY BE
SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS
INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.
CONTRACTOR iS NOT RESPONSIBLE FOR ANY DOWNTIME OR
OTHER PROBLEMS IN CUSTOMER'S OR ANY OTHER THIRD PARTY'S
SYSTEMS. CONTRACTOR IS NOT LIABLE FOR DELAYS, DELIVERY
FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
7. LIi11RATiON OF LIABILITY
7.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF
CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION
OBLIGATIONS, TORT LIABILITY (INCLUDING NEGLIGENCE AND
STRICT LIABILITY) OR OTHERWISE, SHALL THE CONTRACTOR BE
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, CONTINGENT,
SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES,
HOWEVER CAUSED OR ARISING NOR FOR ANY LOSSES OR
DAMAGES CAUSED BY REASON OF UNAVAILABILITY OF THE
EQUIPMENT OR THE FACILITY, SHUTDOWNS OR SERVICE
INTERRUPTIONS, LOSS OF USE, LOSS OF PROFITS OR REVENUE,
LOSS OF SAVINGS, LOSS OF PRODUCTION, UNAVAILABILITY OF THE
FACILITY, LOSS OF INVENTORY, LOSS OF REPUTATION, LOSS OF
OPPORTUNITY, LOSS OF PRODUCTION, LOSS OF GOODWILL,
WASTED OVERHEADS, INVENTORY OR USE CHARGES, COST OF
PURCHASED OR REPLACEMENT POWER, INTEREST CHARGES OR
COST OF CAPITAL OR ANY CLAIMS OF THE CUSTOMER'S
CUSTOMERS, THE COST OF SUBSTITUTED EQUIPMENT, SPARE
PARTS OR SERVICES OR REPLACEMENT, REMOVAL OR
REINSTALLATION SERVICE WORK NOT ARISING FROM THE
WARRANTY PROVIDED HEREIN, POLLUTION REMEDIATION COSTS,
DAMAGE TO ANY ENGINE ROOM OR POWER PLANT SITE. YARD OR
OTHER PROPERTY (INCLUDING DAMAGE TO GOODS OWNED BY THE
CUSTOMER), DAMAGE TO ANY EQUIPMENT OR PROPERTY OTHER
THAN THE EQUIPMENT DELIVERED HEREUNDER OR DAMAGE TO
EQUIPMENT ON WHICH SERVICE WORK WAS PERFORMED
HEREUNDER CAUSED BY SUCH PERFORMANCE OF SERVICE WORK,
COSTS OF ANY ADDITIONAL TESTS OR DEBRIS REMOVAL, LOSS OR
CORRUPTION OF DATA.
7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THE CONTRACT,
IN NO EVENT SHALL THE CONTRACTOR'S AGGREGATE LIABILITY
UNDER OR IN CONNECTION WTH THE CONTRACT EXCEED TWENTY
PERCENT (20%) OF THE CONTRACT PRICE. THIS LIMITATION OF
LIABILITY SHALL APPLY TO ALL CLAIMS AND LIABILITY OF ANY KIND
ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR THE
WORKS, WHETHER BASED ON CONTRACT, WARRANTY,
INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY), OR ANY OTHER CAUSE OF ACTION. IN NO CASE SHALL
THE PARTIES' LIABILITY COVER SUCH DAMAGES AS COULD NOT
HAVE BEEN FORESEEABLE BY EACH PARTY AT THE TIME OF THE
CONCLUSION OF THE CONTRACT.
7.3 The exclusions and limitations of liability set forth in Articles 7.1 and 7.2
shall rat apply to the extent they are contrary to a mandatory provision of
applicable law. Nothing in Articles 7.1 or 7.2 shall operate to limit or exclude
liability arising from gross negligence or willful misconduct.
7A The Customer shall Indemnify and hold harmless the Contractor against
any third -party claims resulting from the failure by the Customer to perform
its obligations under the Contract The Contractor shall give the Customer a
written notice of any relevant claim received by the Contractor as well as
necessary assistance at the Customer's expense.
7.5 The party who claims a breach of contract shall be required to take all
reasonable measures to mitigate its loss or damage
7.6 The Contractor shall not be liable for any work carried out by the
Customer or by any third party, even though carried out with assistance of
the Contractor's Personnel. The Customer shall bear the risk of toes of the
Facility and of its equipment and other goods in connection with the Works,
even if such equipment or goods are in facilities used by the Contractor.
7.7 The Contractor shall rat be liable for any harm, injury or damages due to
or arising in connection with: (1) software provided by the Customer; (2)
monitoring, digital and/or cybersecurity-related systems other than those
provided by the Contractor, (3) any recommendation provided as part of the
Software or Cloud Service; or (4) Improper Service Work, installation or
alterations carried out by the Customer on any monitoring, digital and/or
cybersecuriry-related systems. "Improper Service Work' is any act or failure
to act which contradicts the OEM recommended maintenance, configuration
and advisable operations resulting in detrimental reliability or increased
possibility of failure.
S. INDEMNIFICATION AND INSURANCE
8.1 The Contractor shall defend, indemnity and hold harmless the
Customer from and against any losses, costs, claims, actions, damages,
liabilities, fines, penalties or expenses (including reasonable legal
expenses) Incurred or suffered for (a) personal injury to or loss of life of
any employee of the Contractor and (b) loss of or damage to any tools,
machinery or equipment of the Contractor, which in ether case arises out
.of or results from the gross negligence or wilful misconduct of the
Contractor. The Contractor shall cause its insurers to waive any rights of
subrogation.
8.2 The Customer shall defend, indemnify and hold harmless the
Contractor from and against any losses, costs,claims, actions, damages,
liabilities, fines, penalties or expenses (including reasonable legal
expenses) incurred or suffered for. (i) personal injuryto orloss of life of any
employee of the Customer oranythird party and loss of ardamage to any
property of the Customer or anythird party, which In ether case does not
arise out of the gross negligence or wilful misconduct of the Contractor;
(ii) re-saleor misuse of the Works by the Customer; and (III) the failure to
comply with any laws, rules or regulations in effect in the location where the
Works are performed or with any obligations hereunder (except to the extent
such noncompliance is the result of the intentional misconduct of the
Contractor or its personnel). The Customer shall cause its insurers to waive
any rights of subrogation.
8.3 Each of the Contractor and the Customer shall at its own cast provide for
and maintain comprehensive insurance coverage to protect its own property
and personnel. The Customer shall, as a minimum obtain and maintain in
force throughout the term of the Contract an all-risk property insurance
providing coverage for the Facility In an amount not less than the
replacement value per occurrence, and a machinery breakdown insurance
providing coverage for the Facility.
S. IMPORT AND EXPORT RESTRICTIONS
9.1 The Warksshall be delivered, and the Contractor's obligations hereunder
shall be, subject to all current and future economic, trade, financial or other
sanctions or embargoes and export control laws, regulations and approvals
thereto enacted from time to time by the European Union, United Nations or
United States of America, or by any other government or international
organization whose jurisdiction can be extended to the Contractor, its parent
company, subsidiaries or Affiliates (collectively, 'Export Controls'). The
Customer acknowledges that the Works and all related technical information,
documents and materials may not be re-exported, transhipped, diverted or
transferred, directly or indirectly, contrary to such Export Controls.
9.2 The Customer represents andwarrants thatthe Works will be used solely
for the intended peaceful purpose specified by the Customer to the
Contractor before entry into the Contract In particular, the Customer
represents and warrants that the Works will not be used for purposes
associated with () any activity prohibited or Otherwise regulated by the Export
Controls; (ii) any chemical, biological, nuclear weapons or missiles capable
of delivering such weapons; or (III) support of any terrorist activity or any other
military end use. Further, the Customer warrants and represents that the
Works or any part thereof shall not be resold if it is known or suspected that
it is intended to be used for such purposes. The Customer hereby agrees to
and shall cooperate with any verification audit/onsite inspection at the
location of the Works as requested by the Contractor to verify compliance
with Export Controls. The Customer agrees that is shall provide, within
fourteen (14) days of Contractors request, an end -user certificate in form
and substance acceptable to the Contractor, duly signed for and on behalf of
the end -user. If the Contractor has not received such end -user certificate
within fourteen (14) days of the request, the Contractor shall have the right
to suspend the performance of the Contract until it receives the end -user
certificate. In such case, the additional costs and expenses incurred or to be
incurred by the Contractor due to such suspension shall be reimbursed by
the Customer prior to and as a condition for the Contractors resumption of
its obligations, and the Delivery schedule shall be extended to reflect the
delay in performance caused or to be caused by such suspension.
9.3 The Contractor shall have the right to terminate the Contract (i) If the
performance of the Contract would either (a) violate any Export Controls or
(b) expose the Contractor or its parent company, subsidiaries or Affiliates to
any sanction, restriction or other adverse consequence under or In
connection with Export Controls; or (11) if the Contractor has not received a
duly signed end -user certificate in form and substance acceptable to the
Contractor within thirty (30) days of the Contractors first request for such
certificate. In such a case, the Contractor has the right to receive payment of
any amounts (i) due under the Contract or in respect of obligations and work
already performed (inclusive of profit attributable to the perfumed/delivered
portion), (t) payment for commitments made and cancellation cost, and (III)
other direct cost.
9A to the evert any change of control of the Customeroccurs, the Customer
shall provide the Contractor with details of the change(s) in the ownership
and control of the Customer at least ten (10) days in advance of such change
to the extent possible and in any event on the clay of the effectiveness of
such change at the latest
9.5 The Customer explicitly acknowledges that any goods supplied under or
in connection with this Agreement] that fall under the scope of Art cle 12g of
Council Regulation (EU) No 833/2014 and Article 8 g of Council Regulation
(EU) No 765/20M and all related technical Information, documents and
materials may not be re-exported, transhipped, diverted or transferred,
directly or indirectly, to, orfor use in, Russian Federation and/or Belarus. The
Customer shall undertake its best efforts to ensure that the purpose of this
paragraph Is not frustrated by any third parties further down the commercial
chain, including by possible resellers. The Customer shall set up and
maintain an adequate monitoring mechanism to detect conduct by any third
parties further down the commercial chain, including by possible resellers,
that would frustrate the purpose of this paragraph. A violation of this section
shall constitute a material breach of an essential element of the Agreement,
and the Contractor shall be entitled to seek appropriate remedies, including,
but not limited to termination of the Agreement The Customer shall
Immediately inform the Contractor about any problems in applying the
conditions in this paragraph including any relevant activities by third parties
that could frustrate the purpose of this section of the Agreement. The
Customer shall make available to the Contractor Information concerning
compliance with the obligations underthis paragraph within two weep of the
simple request of such information.
10. FORCE MAJEURE AND OTHER EXCUSABLE DELAYS
10.1 Nether Party shall be liable for any failure or delay in performing its
obligations hereunder, or forany loss or damage resulting therefrom, caused
by or arising from an event of Force Majeure.
10.2 Once a Party is aware that its performance under the Contract is likely
to be affected by Force Majeure, the affected Party shall, without any delay,
give a written notice to the other Party setting out all relevant details relating
to the delay.
10.3 If requested by either Party, the affected Party shall consider with the
other Party action to be taken to overcome the circumstances of Force
majeure and shall use its reasonable endeavours to overcome such
circumstances, provided that, If the performance of the Contract is prevented
for more than one hundred and eighty (160) days due to such circumstances,
either Party may terminate the Contract by giving a fourteen (14) days prior
written notice to the other Party.
10.4 If the Works cannot be commenced as agreed due to reasons
attributable to the Customer or are interrupted by Faroe Majeure or for other
reasons not attributable to the Contractor, the costs for maintaining
Personnel at or near the Site (including, without limitation, wages and
lodging) will be borne by the Customer. If the interruption continues far more
than one week, the Contractor's Personnel stall be returned to the
Contractor's country. All expenses in relation to such withdrawal and/or
subsequent return shall be borne by the Customer. If the Contracto's
Personnel have been withdrawn as provided in the preceding clause, the
performance of the Contract may be suspended until the Customer has
requested the return of such Personnel to the Ste by giving two (2) weeks'
prior written notice. If the period of suspension exceeds two (2) months,
ether party may terminate the Contract by three (3) days' notice in writing to
the other party without prejudice to the rights of either party up to the date of
termination. All reasonable additional costs, including the extra cost of
completing the Contract, incurred by the Contractoras a consequence of the
suspension and any subsequent resumption or completion of the Works shall
be reimbursed by the Customer.
10.5 In the evert that the Equipment must be held or stored as a result of a
Force Majeure event outside of Contractors premises, the reasonable
expenses associated with this shall be borne by the Customer.
10.6 Any termination as a result of Force Majeure shall not affect obligations
and respective consideration due which have already been performed or
provided at the time when the termination notice is given, nor does it affect
the Contractor's right to receive payment OF any amounts due under the
Contract or in respect of obligations and work already performed.
11. CHANGE OF LAW
11.1 If after the Effective Date there shall be any Change of Law, the party
becoming aware of such Change of Law shall prepare and deliver to the
other party a change order proposal in accordance with Article 11.2. If the
Contractors compliance with a Change of Law would increase the
Contractors cast or performing the Contract, cause a delay or otherwise
have an adverse impact on the Contractors ability to perform its obligations
in accordance with this Contract, the Contractor shall be entitled to an
adjustment to the Contact, including the extension of the delivery schedule
and the Contract Price. The Contractor shall have the right to suspend the
performance of the Contract until the parties have signed a mutually agreed
change order.
11.2 A party initiating a Change Order shall deliver to the other party a written
charge order proposal describing the cause of the change and the impact
on the Contract, including the Works. Delivery time and Contract Price.
Within fourteen (14) days following receipt of a change order proposal, the
receiving party shall respond to the change order proposal. For any further
review of the change order proposal, each party shall have a period of
fourteen (14) days to give a response to the other party. Upon the parties
reaching an agreement an the charge order proposal, the parties shall
execute a change order document setting forth the agreed change and
agreed change(s) to the Contract, including the Works, Delivery time and
Contract Price.
12. ENVIRONMENTAL, HEALTH, SECURITY AND SAFETY
RESPONSIBILITIES
12.1 The Customer shall maintain safe working conditions at the Site,
including, without limitation, implementing appropriate procedures regarding
arseric, asbestos, lead or any other waste material or hazardous substances
as defined by any legislation or International convention relevant or
applicable to the Works provided ('Hazardous Materials') and confined
space entry affixing labels or plates containing warnings and/or safety and
operation procedures and instructions as required by applicable laws and
regulations.
12.2 The Customer shall timely advice the Contractor in writing of all health,
safety, security and environmental requirements procedures and instructions
applicable at the Site. Without limiting the Customer's responsibilities under
this Article 12, the Contractor has the right but not the obligation to, from
time to time, review and Inspect applicable health, safety, security and
environmental documentation, procedures and conditions at the Site.
12.3 If, in the Contractor's reasonable opinion, the health, safety, welfare or
security of personnel or the Site Is, or is apt to be, imperilled by security risks,
terrorist acts or threats, the presence of or threat of exposure to Hazardous
Materials or unsafe working conditions or environment (whether or not
specific to the Site), the Contractor and its representatives have the same
responsibility and authority as the Customer to stop the Works. The
Contractor may, in addition to other rights or remedies available to it, (i)
evacuate some or all of its personnel from the Site, (ii) suspend performance
of all or any part of the Contract, and/or (ill) remotely perform or supervise
the Works. Any such occurrence shall be considered an excusable event
without any liability to the Contractor. The Customer shall reasonably assist
In any such evacuation. All reasonable additional costs Incurred by the
Contractor as a consequence of the suspension and any subsequent
resumption or completion of the Works shall be reimbursed by the customer.
12A Operation of the Customer's Facility and equipment is the responsibility
of the Customer.
12.5 The Contractor has no responsibility or liability for the pre-existing
condition of the Customer's equipment or the Site. Prior to the Contractor
starting any work at the Site, the Customer will provide documentation that
identifies the presence and condition of any Hazardous Materials and/or
contaminated substances, elements or waste of any kind that are restricted
by applicable laws or regulations, existing in or about the Customers
equipment or the Site that the Contractor may encounter while performing
under this Contract
12.6 The Customer shall disclose to the Contractor industrial hygiene and
environmental monitoring data regarding conditions that may affect the
Contractors work or personnel at the Site. The Customer shall immediately
inform the Contractor of changes in any such conditions.
12.7 The Customer will make its medical facilities and resources at the Site
available to the Contractors personnel who need medical attention. If there
are no medical facilities or resources available, the Customer will assist in
bringing the Contractors Personnel requiring medical attention to the nearest
available medical facility.
12.8 The Customer represents and warrants to the Contractor and agrees to
ensure that the Site, surrounding environment, all equipment provided or
otherwise made available to the Contractors representative in connection
with the Works rendered in connection with this Contract and all products
and equipment serviced or otherwise worked on by the Contractor's
representatives in connection with this Contract, shall at all times be safe,
suitable and sufficient for the designated tasks, free of Hazardous Materials
and/or contaminated substances, risks of infectious disease or outbreak of
illness, elements or waste of any kind that are restricted by applicable laws
or regulations and hazardous to the health or safety of the Contractors
representatives. In the event that the Customer is in breach of any such
representation, warranty oroovenant, the Contractor may Immediately cease
performance underthis Contract and the Customer shall be liable for the full
amount of the fees due under this Contract for all services provided through
the date of such termination
12.9 The Contractor shall notify the Customer if the Contractor becomes
aware of: (i) conditions at the Ste differing materially from those disclosed
by the Customer, or (i) previously unknown physical conditions at Site
differing materially from those ordinarily encountered and generally
recognized as Inherent in Works of the character provided for in the Contract;
or (iii) work assignment extends beyond the acceptable limit of twelve (12)
hours or the applicable legal limit of work hours, whichever is shorter, in a
single work shift. If any such conditions cause an increase In the Contractor's
cost at, orthe time required for, performance of any part of the Works under
the Contract, an equitable adjustment in price and schedule and the
Contractor's rest cycle shall be made.
12.10 If the Contractor encounters Hazardous Materials in the Customer's
equipment or at the Site that require special handling or disposal, the
Contractor is not obligated to continue the Works affected by the hazardous
conditions. In such an event, the Customer shall eliminate the hazardous
conditions in accordance with applicable laws and regulations so that the
Contractor's Works under the Contract may safely proceed, and the
Contractor shall be entitled to an equitable adjustment of the price and
schedule to compensate for any increase in the Contractor's cost of, or time
required for, perforrnance of any part of the Works. The Customer shall
properly store, transport and dispose of all Hazardous Materials introduced,
produced or generated in the course of the Contractors Works at the Site.
The Customer shall be responsible for all costs mid expenses related to the
management, handling, clean-up, removal and/or disposal of all Hazardous
Materials and/or contaminated substances, elements or waste of any kind as
defined by applicable taws and regulations or applicable to the Works
supplied
12.11 The Customer shall indemnify the Contractor for any and all claims,
damages, losses, fines, penalties and expenses arising out of or relating to
any unsafe working conditions, hazardous conditions, Hazardous Materials
and/or contaminated substances, elements or waste of any kind that are
restricted by applicable laws or regulations which are or were: () present in
or about the Customer's equipment or the Site prior to the commencement
of the Contractor's Works; (i) improperly handled or disposed of by the
Customer or the Customers employees, agents, contractors or
subcontractors; or (ill) brought, generated, produced or released on the Site
by parties other than the Contractor
13. CUSTOMER'S ADDITIONAL PERFORMANCE OBLIGATIONS
The Customer shall comply with all laws, rules and regulations applicable at
the Site, including without limitation, those applicable to the performance of
the Works. Unless otherwise agreed in writing by the parties, the Customer
shall provide at no cost to the Contractor all of the following facilities and
services which must be of sufficient quality and quantity for the Contractor's
performance of the Works:
13.1 Ancillary manpower equipped with appropriate tools, necessary heavy
duty hoisting and transport facilities with necessary personnel, fuel,
lubricants, water, electricity, compressed air and cleaning facilities for the
Contractor's performance of the Works, if not otherwise agreed In writing;
13.2 Proper heated and/or air-conditioned (as appropriate for the local
climate) facilities forthe Contractor's personnel In close proximity to the Site
as follows:
a) sufficient service storage sheds with locks, equipped with shelves and
bins for tools, equipment and supplies of the Contractor's personnel;
b) sufficient changing rooms, provided with locks and washing facilities
for the use of the Contractor's Personnel;
c) sufficient fumished offices with locks, equipped with telephones,
irternet and other communication requirements of the Contractor's
Personnel; and
d) accessible toilet facilities and drinking water on the Site;
13.3 Heated and/or air-conditioned boarding and lodging facilities for the
Contractors Personnel that must:
(a) be safe, secure, clean and free of health risks;
(b) have a satisfactory level of comfort and privacy, allowing for a good
rest;
(c) have a toilet and shower, with privacy, located in close proximity to the
cabin or the lodging facility;
(d) lodge a maximum of 2 persons per cabin or room, without "Hot
bedding", and clean laundry provided at regular intervals.
13A Electric power outlets for welding equipment, drills and hand lamps as
well as compressed airlines shall be provided bythe Customerfree of charge
at points convenient and accessible to the Site;
13.6 All necessary assistance requested by the Contractor with the customs
formalities required for the import and export of the Contractors equipment
and tools, free of all Taxes;
13.6 All necessary actions to ensure that the Contractor's Personnel obtain
visas and any other official entry, exit, residence orworking permits that may
be required by the country of the Site including free ingress to and egress
from the Site;
13.7 All necessary information concerning (I) the local laws and regulations
applicable to the Works and (i) any dangerous conditions or unusual risks
that may be encountered in the Customer's country, at the Site or in the use
of any equipment or tools provided by the Customer,
13.8 The Customer shall be responsible for ensuring that safety back-up
copies of software are available and maintained for systems and software at
the Facility during the performance of the Works; and
13.9 All additional safety measures reasonably requested by the Contractor,
each of which shall be compatible with the Equipment
In the event the Customer is unable or unwilling to provide arty such facility
or service, the Contractor may, at its option, terminate the Contract without
liabilityto the Customer or itself provide such facility orserviceforthe account
of the Customer.
14. SUSPENSION AND TERMINATION
14.1 The Contractor has a right to suspend the performance of Its obligations
under the Contract if it is reasonably clear from the circumstances that the
Customer will not be able to perform its obligations as stated In the Contract
14.2 Each party shall have the right to terminate the Contract, with thirty (30)
days written notice to the other party in the event of a material failure by the
other party to perform any of its material obligations hereunder (including
any payment obligations of the Customer), unless the breaching party has
implemented a plan to cure such breach within thirty (30) Days of party's
receipt of such written notice.
14.3 In the event either party is declared bankrupt, Insolvent, requests
(temporary) moratorium, or proceeds with the liquidation of its business, the
other party has the right to cancel the Contract in whole or in part reserving
any rights with respect to compensation for costs, damages and interest.
15. CY13ERSECUPJTY PROTECTION
15.1 The Customer shall be solely responsible for any system integration
and/or system security engineering for any equipment not forming part of the
Equipment.
The Customer shall be solely responsible for protecting the Equipment and
their Critical Components from any threat, act, attack or other incident which
could negatively affect the reliable woridngs of the Equipment, whether
originated outside or inside of the physical site housing of the Equipment,
including against hardware and software vulnerabilities. In recognition ofthe
foregoing, the Customer agrees and covenants that it shall use the degree
of care appropriate to prevent unauthorized access, use, or hacking of the
Critical Components provided in connection with the Equipment and shall do
so In a manner that is no less rigorous than any recommendations provided
by the Contractor and generally accepted in the industry.
Contractor is not liable for cyber incidents or breaches, any unauthorized
access, interference, intrusion, leakage and/or theft of data or information
within Customer's Information Technology (IT) or Operational Technology
(OT) systems. In the event that either party becomes aware of any IT or OT
security breach or cyber incident that Impacts either party's ability to perform
Its duties relevant to the scope of work under the Contract, that party shall
notify the other party without undue delay.
16. DUTIES, TAXES, FEES AND COMPLIANCE WITH LAWS
16AThe Customer shall pay, and where applicable reimburse the Contractor,
for all Taxes in connection with customs transit, import and export and all
charges and fees by a classification or inspection society. All modifications,
documentation or approvals which are required by applicable laws shall be
the responsibility of and arranged and paid by the Customer. The Customer
shall state in the purchase order for the Works whether the Works or part
thereof shall fulfil the requirements of any classification and/or inspection
society or any other applicable standards and codes. Failing such statemerrt, no
classification society or inspection society requirements, standards or codes
shall be deemed applicable for the Works.
17. GOVERNING LAW AND ARBITRATION
17.1 The Contract shall be governed by and interpreted in accordance with
the laws of Finland, excluding () the conflict of law rules applicable in such
jurisdiction and (fi) the United Nations Convention on Contracts for the
International Sale of Goods (Vienna, 198P and any national laws implementing
it Any controversy, claim or dispute between the parties hereto arising out
of or related to this Contract shall be submitted to the International Court of
Arbitration of the International Chamber of Commerce for final and binding
arbitration in accordance with the Rules of Arbitration of the International
Chamber of Commerce by three (3) arbitrators appointed in accordance with
the said Rules. The arbitration proceedings shall be in the English language
and shall take place in Paris, France.
17.2 Nothing contained in this Article 17 shall preclude either party from
bringing legal action or proceeding against the other party for purposes of
enforcement, injunctive relief or interim or remedial measures in the courts of
any jurisdiction where such other party or any of As property or assets may
be found or located, and such other party hereby irrevocably submits to the
jurisdiction of any such court.
WARTSILAm is a registered trademark. Copyright 0 2024 Wartsila Corporation
18. DATA PROTECTION
18.1 In orderto fulfil its obligations underthe Contract, each Party may share
Personal Data with the other Party. Each Party undertakes to process the
Personal Data in compliance with the GOPR Regulation and/or other
applicable personal data protection laws. Wartsila's Personal Data
processing activities are set out in the Privacy Notices which are available at
https://www_wartsiia.comAegal-privacylprivacy. [The Owner's Personal Data
processing activities are set out in [insert the Owner's privacy notices
hyperlink or appendix number].
18.2 Notwithstanding the above, each Party shall ensure that (I) the Personal
Data is only processed to the extent necessary to fulfil its obligations under
the Contract; (i) it only shares the Personal Data to the extent necessary to
fulfill its obligations under the Contract; (ti) the Persona] Data is accurate and
kept up to date; ('rv) it has storage limitation policies and procedures to ensure
that the Personal Data is not kept for longer than Is necessary to fulfill its
obligations under the Contract; and (v) it uses a secure data sharing platform
or encryption when sharing Personal Data with the other Party to ensure the
Personal Data is processed securely.
19. GENERAL CLAUSES
19.1 These Conditions, plusthe additional agreed upon terms of the Contract
(relating only to price, time and location for performance, and technical
specifications and scope of the Works to be performed) and the terms and
conditions of any software license agreement executed in writing by the
Contractor and the Customer and pertaining to software or other data
provided in connection herewith ('Ucense Agreement") contain the entire
agreement and understanding between the parties thereto with respect to the
subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter. If a provision of these
Conditions is at variance with necessary requirements of applicable law, then
these Conditions shall be deemed to be amended to the minimum extent
necessary to comply with such applicable law. No terms, conditions,
representations, warranties or covenants contained in any correspondence,
catalogue, orin any otherform shall be applicable unless incorporated herein
by express written agreement of the parties hereto.
19.2 The Contractor reserves the right to subcontract its obligations under
the Contract (or any part thereof). The Contractor shall not be liable for the
performance of suboontractor(s) selected by the Customer against the
recommendation of the Contractor.
19.3 The Contract or any rights and obligations under the Contract may be
assigned, delegated or transferred to an Affiliate of the Contractor, upon
Contractor's sole discretion with reasonable prior notice to Customer. In arty
other case the Contract or any rights and obligations under the Contract may
not be transferred, delegated or assigned by a party without the prior written
consent of the other party. In the evert the Contract or any rights and
obligations under tlx: Contract are so assigned, delegated ortransfered, the
Contract shall be binding upon and shall inure to the benefd of the assignee.
19.4 The provisions of the Contract are severable and if any provision is held
to be invalid or unenforceable by any court of competent jurisdiction then
such invalidity or unenforceability shall not affect the remaining provisions of
the Contract.
ARTSILA
This information is confidential and proprietary to Wartsi%. No distribution or duplication in any form of any
material contained herein is permitted without the prior approval of Wartsila.
Offer ID: OPS01362
Created by: WLA003
r%%f. Revision: b
\�)J� Date: September 30, 2024
M Y�'l���jl�1�%� 1 Ty"w
Section Description
A EQUIPMENT
A3.2 HMI SYSTEM
A3.2.1 SWOTS SINGLE SERVER:
Hardware:
Server cabinet
UPS
GPS
Operator station with dual screen
Server
Firewall - FortiGate FG-100F
Switch - FortiSwitch FS-148F
Ethernet cable
Software:
Windows Server 2022
Aveva Intouch 2023 R2
Gre} n Deblan
OPC UA
A3.2.2 SWOTS REPORTS:
Hardware:
Server
Reporting station
Ethernet cable
Software:
Windows Server 2022
Reports for Operations 2023
A3.2.3 SWOIS REMOTE MONITORING:
Hardware:
Server
Switch - Moxa EDS-205A
Software:
Windows Server 2022
A3.2.4 SWOIS ENGINEERING STATION
Hardware:
Server
W§ tspa North Responsiblllty
CITYAmerfea Inc. of Customer
This information is confidential and proprietary to Mrtsila. Page: 2 of 6
.�._�
Offer ID:
OP801352
Created by:
WLA003
Revision:
b
WAR
Date:
September 30, 2024
I JILA
Section Description
QTY rtilihaulo�A
csmm
Inc
Operator station
1
x
Ethemet cable
1
x
Software:
Windows Server 2022
1
x
A3.2.6 SWOIS MANAGEMENT SYSTEM
7
x
Hardware:
1
x
Server cabinet
1
x
Server
1
X
Switch - FortiSwitch FS-124F
1
x
UPS
1
x
Operator station
1
x
Software.
Windows Server 2022
1
x
SIMATIC STEP 7 Professional
1
x
Software for protection relays
1
x
CMT1000 for AVR Unftrol
1
x
C ENGINEERING AND DOCUMENTATION
C7 ENGINEERING
C1.1 SWOIS SINGLE SERVER SETUP
x
Implementation of CWR905 - Domain controllers
Implementation of CWA901 - WOIS
Implementation of CWL901 — Log collector
Hypervisor installation and configuration
Firewall configuration
Operator station configuration
C1.2 SWOIS SINGLE SERVER SETUP WITH REMOTE MONITORING
Implementation of CWG903
1
x
Hypervisor installation and configuration
1
x
Firewall configuration
1
x
C1.3 SWOIS SINGLE SERVER SETUP WITH REPORTS
Implementation of CWF901 - Reports
1
x
Hypervisor installation and configuration
1
x
Firewall configuration
1
x
Report application
1
x
Reporting station configuration
1
x
C1.4 SWOIS ENGINEERING STATION
Implementation of OWD901 & CWD902— Engineering station
1
x
This information is confidential and proprietary to Wartsila.
�,,,�_
Page: 3 of6�
: 3 of 6
Offer ID:
Created by:
w,
Revision:
WARTS
Data:
LA °°k
OP801362
V"003
b
September 30, 2024
Section Description QTy Warisil5 North Responslbllliy
America Inc. O customer
Firewall configuration 1 X
C1.4
SWOIS MANAGEMENT SYSTEM
Implementation of CW0901 —Backup
1 X
Hypervisor Installation and configuration
1 X
Firewall configuration
1 X
C2
DOCUMENTATION
sWOIS FAT report
1 X
Updated sVWIS manuals
1 X
As -built control system drawings
1 X
E
TAXES / DUTIES / PERMITS / INSURANCE
D
TRANSPORTATION OF ITEMS SUPPLIED BY wi1RTSILA (DDP, HUC-UNIT 5 SITE,
MINNESOTA,USA)
1 X
E1
TAXES / DUTIES
Importation tax of delivered equipment
1 X
Customs clearance and broker costs
1 X
Sales / VAT tax and local taxes
1
X
Labour tax
1
X
Other taxes / duties (if required)
1
X
E2
PERMITS
Local business permit
1
X
Installation permitting, approvals, stamps, etcetera
1
X
Permitting procedures
1
X
Local fees for doing installation
1
X
Other permits (if required)
1
X
E3
INSURANCE
General liability and product liability insurance
1 X
General liability and product liability insurance
1
X
Construction and erection all risk Insurance
1
X
Workers' compensation and employer's liability insurance for Vlfdrtsila
personnel
1 X
Workers' compensation and employers liability Insurance for Customer
personnel
1
X
F PROJECT MANAGEMENT SERVICES
Project management (Items and work under the responsibility of Wartsila) 1 X
This information is confidential and
...�a.�......-�..�..., � w.,,�,.�, ...�proprietary to Wartsila.
- Page: 4 of 6
Offer ID:
Cw'o
Created by:
Revision:
WARTSILA
Date:
OP801352
WLA003
b
September 30, 2024
Section Description QTy WArtSH North ResponslblItty
America Inc. orCustomer
Maintain project schedule (items and work under the responsibility of WArtsilil) 1 x
G
ON -SITE WORKS
G1
SITE ORGANISING AND RESOURCING
Site management (items and work under the responsibility of WartsilA)
1 x
One (1) sWOIS engineer for 15 business days for installation and
commissioning of the sWOIS single server system.
1 x
Travel to destination for personnel supplied by WartsllA
1 x
Board and lodging for personnel supplied by WartsiNi
1 x
Local transport for personnel supplied by WartsilA
1 x
Introduction to sWOIS
1 x
G2
LOCAL SUPPLY AND INSTALLATION
G3
REMOVAL OF ELECTRICAL EQUIPMENT
Removal of old WO1S stations
1 x
GI
INSTALLATION OF ELECTRICAL EQUIPMENT
Installation of server rack into control room
1 WArtsiM to x
Cable Pulling to sWOIS rack (if needed)
assist
1 x
Installation of GPS
1 x
H TEMPORARY INSTALLATION AND ARRANGEMENTS
H7 ROADS AND WORKING AREA
Storage for sWOIS equipment 1 x
H2 UTILITIES
Temporary office facilities for Wartsila personnel 1 x
Internet connection to site 1 x
Internet consumption during construction 1 X
Electricity source and hook-up 1 X
Electricity consumption during construction 1 x
Illumination during construction 1 x
Parking places during construction 1 x
120VAC / 60Hz supplies for sWOIS and sWOIS management system UPS and
power distributions 1 x
This information is confidential and proprietary to Wartsil8.,_�
Page:5 of
Offer ID:
Created by:
Revision:
4"WARTSILA Date:
Section Description
H3 SECURITY
Security of VArtsila supplied equipment
H5 DEMOBILIZATION
De -mobilisation and re -mobilisation costs due to reasons not attributable to
WartsilA
Cleaning of areas used by Mrtsilti
Waste handling
Excess imported material
OPS01352
WLA003
b
September 30, 2024
QTY Wirtsile North Responsiblilty
America Inc. Of Customer
0
X
X
X
X
X
NOTES
• The estimated installation and commissioning time is based on site condition that the control system and engines
are available for modification on time agreed. Working time /waiting time exceeding the estimation and not related
on W3rtsRi reasons will be charged according to Appendix - Field Service Rates 2024.
• MOIS system requires an air-conditioned space and access to the server rack from the front and behind.
• sWOIS is a continuous developing product and the component types can change before delivery.
This information is Confidential and proprietary to Wartsilij. Page: 6 of 6
Product specification
wo
WARTSIL
sWOIS -Server June 2024
Applicable for Plant Automation
1. General Product Overview
sWOIS — server Wartsila Operator's Interface System — is HMI upgrade solution for Wartsila Power
Plants. It unifies plant monitoring, operation, reporting and additional advanced services in one
common server platform.
2. Product Description
sWOIS is client -server solution utilizing virtualization technology. It is used for monitoring the status
and the essential data of a power plant.
2.1 Technical description
sWOIS — Server contains four main components: rack server hardware, operator stations, firewall,
UPS, and GPS.
Operator Stations
MM
Figure 1 sWOIS -Server layout
........:...
sWOIS v3.2.0 Revision: - Specifications are subject to change without prior notice. (4)
Product specification
WARTSILA sWOIS - Server June 2024
Applicable for Plant Automation
sWOIS is utilizing virtualization technology meaning that server hardware is hosting and coordinating
multiple guest operating systems (virtual machines). Virtual machines' operating systems are sharing
resources and running on a layer of virtualization software rather than directly on the host hardware.
Each virtual machine is running on Microsoft server operating system.
sWOIS server has three virtual machines (VMs) for Domain Controller, WOIS and log collector.
• Domain Controller VM is hosting Active Directory. It is used for administrating sWOIS users
e.g. authenticate and authorize users.
WOIS VM is used for controlling and monitoring the status of a power plant. It has number of
various graphical process displays, showing continuously measured values and status
information about the systems in the power plant. WOIS stores trend, alarm, and event data
for one year.
• Log collector VM collects and stores log files from Windows operating systems and network
devices. Log files can be viewed and analysed if trouble shooting is required, or cyber-attack
is suspected. Operation system is Ubuntu Linux.
sWOIS virtual machines are malware protected. Application whitelisting is preventing execution of
unauthorized or malicious software on server.
Server is connected to existing control network using Ethernet based communication protocols e.g.
ModbusTCP or Siemens S7 through firewall.
Thin clients are operator interfaces to sWOIS. They are lightweight computers that are purposely built
for remoting into a server.
GPS — Global positioning system — is used for time synchronization of sWOIS server platform as well
as other devices connected to power plant network.
Firewall is used for securing power plant's network. It does network segmentation, routing between
network segments, switching etc.
Server, GPS, and firewall are installed in own server cabinet. Size of the cabinet is 24U. Cabinet is
equipped with own UPS. Cabinet's electrical distribution and protection is located in back
compartment.
sW01s v3.2.0 Revision: - specifications are subject to change without prior notice. ! (4)
WARTSILA
3. Scope of Supply
Hardware:
Product specification
sWOIS - Server
Applicable for Plant Automation
o Server cabinet
■ Size [w x h x d]: 800 x 1200 x 1000
_......._ ; i
6YlAW'
I, 2 II
' ILI
I
1
■ Installation height: 24U
■ Electrical distribution and protection
o UPS 1
■ Power:
■ Input voltage:
■ Maintenance switch
o Server
■
CPU:
■
Memory:
■
Storage:
■
Network:
■
Dual power:
■
Form Factor:
June 2024
PC
2200 W or2000 W
230VAC / 50Hz or 120VAC / 60Hz; 1 Phase
1 pc
1 x CPU with 4 core, >2GHz.
64GB
2 x SSD discs, 1.92TB (RAID 1 setup)
4 x 10/100/1000 MB NICs
2 x 60OW
1U
sW01S v3.2.0 Revision: - Specifications are subject to change without prior notice. (4)
WARTSILA
Software:
o Operator stations
Product specification
sWOIS - Server
Applicable for Plant Automation
■ Network: 1000 MB NICs
■ Keyboard and mouse
■ Dual display support
■ Display:
- Resolution: 1920 x 1080
o Firewall - High availability cluster
June 2024
■ Firewall: 2 PCs
- Network: 18 x 10/100/1000 MB RJ45 ports, 6 x SFP
- Form Factor: 1 U
■ Switch 2 PCs
Network: 48 x 10/100/1000 MB RJ45 ports, 4 x SFP
Form Factor: 1 U
o GPS 1 pc
■ Time synchronization: NTP
■ Network: 10/100 MB with RJ45 ports
■ Form Factor: 1 U
o Virtualization:
o Operating system:
o HMI:
o Log collector:
4. Site requirements
Site requirements:
Microsoft Hyper-V
Microsoft Server 2022
Aveva Intouch 2023
Greylog v5.2.4, Debian 12
o Existing plant automation MUST have Ethernet based communication e.g.
ModbusTCP or Siemens S7 otherwise plant automation upgrade is required
0 230VAC / 50Hz or 120VAC / 60Hz supplies for sWOIS UPS and power distributions
o Air-conditioned space for sWOIS cabinet
o Ensure access to server cabinet from front and behind
sWOIS v3.2.0 Revision: - Specifications are subject to change without prior notice. 4 (4)
J
WARTSILA
1. Product Description
Product specification
sWOIS - Reports
Applicable for sWOIS server and
redundant server
June 2024
sWOIS - Reports is utilizing same process data as WOIS. Data is available for reporting one year.
Solution is available for sWOIS server and sWOIS redundant server.
1.1 Technical description
sWOIS - Reports -solution contains Archiving Server hardware and Reporting Station.
Servers
IP1210A
„r
ii 1
GPS
Firewalls
" corrtrol Archive Server
Network
Figure 1 Redundant sWOIS with Reports
sWOIS v3.3.0 Revision: - Specifications are subject to change without prior notice. 1(4)
WARTSILA
Product specification
sWOIS - Reports
Applicable for sWOIS server and
redundant server
June 2024
sWOIS - Reports is utilizing virtualization technology meaning that server hardware is hosting and
coordinating multiple guest operating systems (virtual machines). Virtual machines' operating systems
are sharing resources and running on a layer of virtualization software rather than directly on the host
hardware. Each virtual machine is running on Microsoft server operating system.
sWOIS - Reports has one virtual machine (VM) for Reports.
• Reports VM provides reporting system, and it is accessible from reporting station.
Virtual machine is connected to sWOIS active directory to provide user management for remote
users.
Virtual machine is malware protected. Application whitelisting is preventing execution of unauthorized
or malicious software on server.
Archiving server is installed to sWOIS server cabinet and it is connected to sWOIS firewalls.
1.2 sWOIS - Reports
Reports is utilizing same process data as WOIS. It generates production data reports and
consumption reports. Daily, monthly and yearly reports are created and published in web server.
Reports's web portal is used as an interface for generated reports. Productions reports can be
viewed, downloaded or printed from portal. Reports are also available in PDF —format.
1.2.1 Production Reports
Production reports show engine -specific fuel consumption values, and the production of active and
reactive power. The values can be viewed by day, month, or year.
The daily production report shows the consumption and production of one day. The values are shown
separately for each hour. The minimum, maximum and average production values are shown for each
calculated unit.
The monthly production report shows the consumption and production of one month. The values are
shown separately for each day. The minimum, maximum and average production values are shown
for each calculated unit.
The yearly production report shows the consumption and production of one year. The values are
shown separately for each day. The minimum, maximum and average production values are shown
for each calculated unit.
sW01S v3.3.0 Revision: - Specifications are subject to change without prior notice. 2 (4)
Product specification
sWOIS - Reports June 2024
WARTSILA Applicable for sWOIS server and
redundant server
Figure 2 Production report example
The calculated values are project specific. The report values can include for example:
■ Active and reactive energy
■ Cumulative energy (P/ Q)
■ Fuel consumption
1.2.2 Customer Reports
sWOIS — Reports allows customer to create and administrate own reports using reporting software's
own tools like trends, bar graphs, tables etc. Connection to sWOIS database is available and process
data points for reporting can be selected and attach to the reports.
sWOIS v3.3.0 Revision: - Specifications are subject to change without prior notice. 3 (4)
WARTSILA
2. Scope of Supply
Archiving Server:
Software:
Product specification
sWOIS - Reports
Applicable for sW01S server and
redundant server
o Server
1 pc
■ CPU:
1 x CPU with 4 core, >2GHz.
■ Memory:
64 GB
■ Report Storage:
2 x SSD discs, 980GB, RAID 1
■ Network:
4 x 10/100/1000 MB NICs
■ Dual power:
2 x 60OW
■ Form Factor:
1 U
o Reporting station:
■ Network: 1000 MB NICs
■ Keyboard and mouse
■ Display:
- Resolution: 1920 x 1080
o Virtualization: Microsoft Hyper-V
o Operating system: Microsoft Server 2022
o Reports: Reports for Operations 2023
June 2024
sWOIS v3.3.0 Revision: - Specifications are subject to change without prior notice. 4 (4)
Product specification
toe sW01S - Remote Monitoring
WrARTSILA
Applicable for sWOIS Server and
Redundant Server
1, Product Description
June 2024
sWOIS — Remote Monitoring enables secure way to connect and view process data from remote
location. Solution is available for sWOIS Server and sWOIS Redundant Server products.
1.1 Technical description
sWOIS — Remote monitoring provides users secure access to sWOIS using any device with
HTML5-compliant Web browser. Remote monitoring solution contains DMZ server hardware.
Operator Stations
Firewa
Servers
see CAPS
' Firewalls
Dh
e^ Control
Network
UPSes
.560r. scopc
Figure 1 sWOIS —Redundant server with remote monitoring.
sWOIS v3.3.0 Revision: - Specifications are subject to change without prior notice. 1(3)
Product specification
sWOIS - Remote Monitoring June 2024
WARTSILA
Applicable for sWOIS Server and
Redundant Server
DMZ (demilitarized zone) serer creates additional security layer between power plant's control
network and untrusted network e.g. internet. Serer contains one virtual machine (VM):
• VM contains Secure Data Gateway allowing authorized users to view process data, trends,
and alarms & events and is
Virtual machine is connected to sWOIS active directory to provide user management for remote
users.
Virtual machine on DMZ server is malware protected. Application whitelisting is preventing
execution of unauthorized or malicious software on serer.
Customer is responsible to establish and maintain secure connection to sWOIS's perimeter
firewall. Perimeter firewall is not maintained or monitored by Wartsila; thus, it is not recommended
to connect it directly to any untrusted network e.g. corporate network or internet without secure
technical controls.
DMZ serer is installed to the sWOIS serer cabinet, and they are connected to sWOIS firewalls.
sWOIS v3.3.0 Revision: - Specifications are subject to change without prior notice. 2 (3)
wATzTS1LA
2. Scope of Supply
Hardware:
Product specification
sWOIS - Remote Monitoring
Applicable for sWOIS Server and
Redundant Server
o DMZ Server
■ CPU:
■ Memory:
■ Storage:
■ Network:
■ Dual power:
■ Form Factor:
Software:
o Virtualization:
o Operating system:
June 2024
1 pc
1 x CPU with 4 core, >2GHz.
64 GB
2 x SSD discs, 980GB. (RAID 1 setup)
4 x 10/100/1000 MB NI Cs
2 x 60OW
1U
Hyper-V
Microsoft Server 2022
sW01S v3.3.0 Revision: - Specifications are subject to change without prior notice. 3 (3)
leld te Rates 2024,,
wARTsILA ININNEEMEM
SERVICE WORK CHARGES VALID FOR 4-Stroke, Electrical &
Automation
A. RATES in USD excl. VAT
...... ... ...
Applicable Rates, Hourly Rates
Normal OvertimeA Overtime—B
Performed by Rate Rate Rnte
Service Technician 180 200 235
Service Engineer 260 272 304
Superintendent 299 348 380
B. Terms and conditions
Normal Hourly Rate Monday to Friday up to eight (8) consecutive hours for work performed
between 7:00 AM and 7:00 PM.
Overtime A Monday to Friday, commencing on ninth (9th) working hour for work
performed between 7:00am and 7:00pm (daytime) and for work performed
between 7:00pm and 7:00am (night-time).
Saturdays, up to first eight (8) consecutive hours
Overtime B
Saturdays, commencing on ninth (9th) working hour.
Sundays and public holidays, all hours.
Daily allowance
Domestic travelling will be charged with 80 USD per day. International
travelling will be charged according to government country specific daily
allowance.
TravelHoursWill
be charged as Normal hours.
Waiting Time
Will be charged up to max. 8 hours per day as Normal -hours for both Normal
Weekdays and Other Days.
Preparing & Reporting
Will be charged up to max. 8 hours per day as Normal hours for both Normal
Time
Weekdays and Other Days.
Special Tools
All Special Tools provided by Wdrtsild Group will be charged according to
separately provided price list or quoted price.
Company Car Usage
1 USD per mile.
Travelling Expenses
Will be charged at cost plus 10% administrative fee.
Miscellaneous Expenses
Will be charged at cost plus 10% administrative fee.
Working Aboard
If a service worker must stay on board an installation without the possibility of
exit after a working day, a minimum of 12 hours per day will be charged
according to applicable rate.
"Y'rnfln Arr'jcxk,,_,a, IMO Norlh &�)ssniI�aad, T71,164
P"
WARTSILA
C. Reserved rights and charges
C1. Reservation Fee
MENINMEM
This Reservation Fee will be applied when the customer specifically requests to put an
engineer on "Reserved Status" (making him/her unavailable for other jobs or service
assignments) awaiting travel instructions to customers work site. A maximum of five
days is permissible for reserving an engineer. When five days have elapsed Wartsila
reserve the right to re -assign the engineer for other service assignments.
See table in Section C3 for applicable fees.
C2. Rescheduling and Cancellation Fees
If customer requests service work to be rescheduled or cancelled less than 1 week
prior to the scheduled job start date, a Rescheduling Fee, or a Cancellation Fee (for
each affected service engineer) will be charged in accordance with Table C3.
Confirmation of the newly requested dates will be subject to the availability of the
required engineer(s).
In addition to the Rescheduling or Cancellation fee, customer shall be responsible for
all other costs incurred by Wartsila as a result of the rescheduling, including, but not
limited to, unavoidable additional travel and accommodation costs.
See table in Section C3 for applicable fees.
C3. Table of applicable fees (per affected engineer)
Reservation Fee Rescheduling Fee Cancellation Fee
USD 1040 USD 1040 USD 2080
D. General Terms & Conditions
In all other respects, the latest version of "WARTSILA GENERAL TERMS AND CONDITIONS
SERVICES"applicable at the time of order, shall be applied.
All spare parts used for maintenance work will be charged according to Wartsila global list price,
and the latest version of "WARTSILA GENERAL TERMS AND CONDITIONS PARTS" applicable
at the time of order, shall be applied.
E. Validity
Date of revision: 01.01.2024
This price list is valid from the Date of Revision and continues until further notice.
Wartsila reserves the right to revise and amend this price list at any time.
'dartI,i A�o�,io a i ( 710 ',borth Ge,tSrIrer Su!He ir, IfX 77064
HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Plant #1 Substation 115kV Conversion
Presenter: D. Lang
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
Preliminary design of the Plant #1 Substation conversion to 115kV to coincide with the
Willmar 69kV line rebuild to 115kV.
Attachments:
-Task Order No. 9 Agreement
Jan 2025
BOARD ACTION REQUESTED:
Approval of Task Order #9 to DGR Engineering for Plant #1 Substation design work.
Fiscal Impact: $70,000 (est)
Included in current budget: Yes Budget Change: No
PROJECT SECTION:
Total Project Cost: $75,000 Remaining Cost:
TASK ORDER
Task Order No. 9 Effective Date:
Task Order Amendment to the
DGR ENGINEERING
Master Agreement for Professional Services
DGR Engineering (Consultant) agrees to provide to: Hutchinson Utilities Commission —
Hutchinson, Minnesota (Client), the professional services described below for the Project
identified below. The professional services shall be performed in accordance with and shall be
subject to the terms and conditions of the Master Agreement for Professional Services executed
by and between Consultant and Client on the 25th day of February, 2021.
TASK ORDER PROJECT NAME: Plant 1 69 kV to 115 kV Conversion
TASK ORDER PROJECT DESCRIPTION: Hutchinson Utilities Commission (HUC)
received notification from Great River Energy that the transmission line adjacent to Plant 1
Substation is being upgraded in voltage from 69 kV to 115 kV. Upgrades will be required to the
substation to accommodate the 115 kV transmission voltage. Additionally, the transmission
configuration of the substation will be changed to include line terminals with breakers. The
following items will be included on the project:
• New power transformer.
• New 115 kV deadend structures, buswork, instrument transformers, and circuit breakers.
• Site work.
DGR CONTACT PERSON: Alex Richter, Project Manager
CLIENT CONTACT PERSON: Daniel Lang, Engineering Services Manager
SCOPE OF WORK:
Preliminary Phase:
• Conduct fieldwork to ascertain the required facilities necessary to develop the proposed
improvements.
• Develop a work scope definition for all parties identifying which segments of the project
are to be completed by HUC and which are to be completed by Contractors or others.
Determine associated contracting and material procurement arrangements.
• Determine scope of SCADA interface requirements to HUC's system and other area utility
systems.
• Determine new metering tie points between GRE and HUC.
• Develop a project schedule describing the various project components including design,
bidding, material procurement, construction, and energization/cutover.
• Develop cost estimates for the various project components.
• Prepare a preliminary design summary, along with preliminary drawings, and discuss the
same with HUC staff prior to starting final design.
P:\04\285\00\PropntrVlask ask Order No. 9 ... Plant] 69 kV to 115 kV ConveBion.rkocx Pape 1 o6 5
(09/14)
• Coordinate and discuss preliminary design issues with Great River Energy (GRE).
Transformer Procurement:
• Prepare plans, specifications, and contract documents to allow receiving of substation
transformer bids.
• Provide an Advertisement for Bids and send out specifications to potential bidders.
Respond to bidder questions.
Review and analyze bids and provide recommendation of award.
Design Phase:
• Perform field topographical survey of the substation area as required for design purposes.
• Coordinate and arrange for soil borings and geotechnical testing necessary for the project
to be used in designing foundations for the substation structures.
• Prepare specifications and bidding documents for major materials and distribute to
interested suppliers. The initial list of major equipment includes steel structures, switches,
breakers, CVTs, and control/relay panels.
• Develop controls and protective relaying design for the substation equipment including 115
kV breakers, 115/13.8 kV power transformer, and load serving equipment.
• Develop physical design including site work, foundations, steel structures, bus work,
shielding, fence, ground grid, raceway, equipment installation, control building (if needed),
and equipment wiring.
• Coordinate design issues including equipment preferences and selection, design criteria, and
SCADA interface with HUC.
• Coordinate design issues with MRES, GRE, and others as needed.
• Produce drawings, plans, sketches, elevations, schematics, diagrams, descriptions, and
documents as necessary to describe the intended construction.
Bidding Phase:
• Provide public bidding documents to interested bidders, issue planholder lists, and respond
to bidder questions.
• Assist HUC in receiving bids, analyze bids, develop spreadsheets detailing bid results, and
make recommendations of award of contracts.
Construction Phase:
• Organize and attend preconstruction conferences.
• Review shop drawings.
• Assist in construction administration and scheduling.
• Make periodic site visits at intervals appropriate to the stage of construction, to observe
construction and measure units completed.
• Respond to Contractor questions.
• Process pay requests.
• Determine protective relay settings for the substation equipment.
• Assist with and/or observe commissioning of substation equipment.
Final Phase:
Conduct project walk-throughs and develop Contractor work "punch lists".
P:\04\285\00\PropntrVlask ask Order No. 9 ... Plant] 69 kV to 115 kV ConveBion.rkocx Pape 2 of 5
(09/14)
• Develop close-out documents for signatures.
• Assemble construction record drawings.
• Assist in orientation of local operating personnel.
FEE ARRANGEMENT: We propose the following fee arrangement for the identified work:
Component
Preliminary Phase
Transformer Procurement
Final Design
Bidding
Construction Administration
Post Construction
Fee Type
Fee
Hourly Estimate
$70,000
Lump Sum
**TBD
Lump Sum
**TBD
Lump Sum
**TBD
Hourly Estimate
**TBD
Hourly Estimate
**TBD
Total: **TBD
**The engineering fees for all segments other than the preliminary phases will be added later by
amendment after the completion of preliminary design defining the scope of the project, schedule,
and the contracting and material procurement arrangements.
All "Lump Sum" work is inclusive of personnel, subsistence, travel, computer, and other costs.
All "Hourly" work will be billed at the then -current Hourly Fee Schedule. The 2025 Hourly Fee
Schedule is attached as Appendix L In addition, expenses associated with subsistence, travel and
vehicle mileage at IRS rates will be charged while personnel are on -site. All other costs for our
services, including deliverables, office supplies, telephone and computer use, are included in our
hourly rates and will not be billed separately.
Additional work beyond the Scope of Work described herein will be billed at our standard hourly
rates in effect at the time the work is done.
SPECIAL TERMS AND CONDITIONS: None
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(09/14)
Hutchinson Utilities Commission
Hutchinson, Minnesota
(Client)
Title:
Title:
(Authorized signature and Title)
(Authorized signature and Title)
Address:
City:_
Date:
DeWild Grant Reckert and Associates Company
d/b/a DGR Engineering
(Consultant)
Title: Vice President
(Authorized signature and Title)
Address: 1302 South Union Street
City: Rock Rapids, IA 51246
Date:
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(09/14)
DGR ENGINEERING
JANUARY 2025
HOURLY FEE SCHEDULE A
Personnel
Grade
Engineer
Hourly Rate
Technician
Hourly Rate
Administrative
Hourly Rate
01
$131
$78
$78
02
$139
$83
$83
03
$147
$88
$88
04
$157
$93
$93
05
$167
$98
$98
06
$178
$104
$105
07
$189
$110
$113
08
$200
$117
$121
09
$211
$124
$129
10
$223
$131
$139
11
$236
$139
$149
12
$250
$147
$160
13
$263
$156
$176
14
$273
$167
$207
15
$280
$178
1 $258
Reimbursable Expenses:
1. Standard vehicle mileage at the IRS standard mileage rate in effect at the time.
2. Survey/staking/heavy duty trucks at IRS standard mileage rate plus $0.25 per mile.
3. Other travel, subsistence, lodging at actual out-of-pocket cost.
4. GPS Survey Equipment (when used) at $31.25 per hour.
5. ATV and UTV Equipment (when applicable) at $12.50 per hour.
P:A04\285\00\Prupnt.rV la�k Order No. 9 ... Plant] 69 kV to 115 kV Comrersjum.docx Pape 5 of`5
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HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: McLeod Substation Relay Upgrade
Presenter: D. Lang
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
Preliminary design of the McLeod Sub relay upgrade project. The relays were installed
in 2001 and are due for replacement.
This project is considered a transmission maintenance expense and the costs can be
recaptured via the annual transmission revenue requirement (ATRR) [MISO Attachment
O].
Attachments:
-Task Order No. 10 Agreement
Jan 2025
BOARD ACTION REQUESTED:
Approval of Task Order #10 to DGR Engineering for McLeod Substation relay
upgrades
Fiscal Impact: $25,000 (est)
Included in current budget: Yes Budget Change: No
PROJECT SECTION:
Total Project Cost: $150,000 Remaining Cost:
TASK ORDER
Task Order No. 10 Effective Date:
Task Order Amendment to the
DGR ENGINEERING
Master Agreement for Professional Services
DGR Engineering (Consultant) agrees to provide to: Hutchinson Utilities Commission —
Hutchinson, Minnesota (Client), the professional services described below for the Project
identified below. The professional services shall be performed in accordance with and shall be
subject to the terms and conditions of the Master Agreement for Professional Services executed
by and between Consultant and Client on the 25 h day of February, 2021.
TASK ORDER PROJECT NAME: McLeod Substation Relay Upgrades
TASK ORDER PROJECT DESCRIPTION: Hutchinson Utilities Commission (HUC) is
replacing the existing aging protective relaying with new protective relaying at the McLeod
substation.
DGR CONTACT PERSON: Alex Richter, Project Manager
CLIENT CONTACT PERSON: Daniel Lang, Engineering Services Manager
SCOPE OF WORK:
1. Preliminary Phase:
a. Review and organize existing drawings.
b. Develop drawing index.
c. Develop remove/add communication diagrams for review.
d. Develop remove/add P&C one -lines and panel layouts drawings for review.
e. Develop preliminary bill of material for review.
f. Develop cost estimate and schedule and review with HUC staff.
2. Design Phase:
a. Modify a communication diagram.
b. Update/create switchgear panel layouts for relaying and control equipment.
c. Update/create RTU panel layout for the RTU equipment.
d. Update existing drawing set per relay upgrade changes. Drawings include:
i. One -line diagrams
ii. Control schematics
iii. Three -line diagrams
iv. Wiring diagrams
e. Issue IFF drawing set for ordering materials.
f. Issue IFC drawing set for field construction. Including:
i. Remove/Add wiring diagrams.
ii. Wiring diagrams for remote equipment such as AC & DC panels as
needed.
P:\04\285\00\PropntrVl Order No. 10 .. McLeod 9u1> tation Relay Uppraddes.rlocx PaPye 1 o64
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iii. Wiring diagrams showing customer connections to the yard equipment as
needed.
iv. Control cable schedule (if needed).
g. Update existing SCADA points lists and add any additional points desired.
h. Issue the revised SCADA points lists for Client and GRE review.
Construction phase:
a. Assist in construction administration and scheduling.
b. Provide remote and in -person support during construction and wiring.
c. Develop the relay settings (relay testing by others).
d. Issue the final SCADA points list.
e. Participate in function testing of the relays and controls.
f. Update and install the RTAC and controller settings.
g. Commission the points lists and controls with the Client masters (HUC, GRE, and
Xcel).
h. Commission and checkout the protective relays during energization.
4. Post -Construction phase:
a. Develop a punch list.
b. Produce record SCADA points lists.
c. Produce record drawings.
d. Install final RTAC setting changes needed based on the final punch -list.
Assumptions:
• No bidding or contract documents are required for the project.
The project does not include any modifications to the protective relays or devices on the
recently installed cap bank panel.
It is understood that Task Order No. 2 (McLeod Substation RTU Replacement) is
incomplete. Changes to the RTU configuration are waiting on the HUC's agreements with
Xcel.
FEE ARRANGEMENT: We propose the following fee arrangement for the identified work:
Component
Preliminary Phase
Design Phase
Construction Phase
Post -Construction Phase
Fee Type Fee
Hourly + Expenses (estimate) $ 25,000
Lump Sum **TBD
Hourly + Expenses (estimate) **TBD
Hourly + Expenses (estimate) **TBD
Total Fee $ TBD
The lump sum fee includes all expenses including mileage, subsistence, and deliverables costs
through final design. The fee will be billed on a monthly basis in proportion to the percentage of
work complete at the time.
All "Hourly" work will be billed at the then -current Hourly Fee Schedule then in effect at the time
the work is performed. A copy of the current 2025 Hourly Fee Schedule A is attached as
Appendix L In addition, expenses associated with subsistence, travel and vehicle mileage at IRS
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rates will be charged while personnel are on -site. All other costs for our services, including
deliverables, office supplies, telephone and computer use, are included in our hourly rates and will
not be billed separately.
Additional work beyond the Scope of Work described herein will be billed at our standard hourly
rates in effect at the time the work is done.
SPECIAL TERMS AND CONDITIONS: None
Hutchinson Utilities Commission
Hutchinson, Minnesota
(Client)
By: _
Title:
(Authorized signature and Title)
Address:
City:
Date:
DeWild Grant Reckert and Associates Company
d/h/a DGR Engineering
(Consultant)
In
Title: Vice President
(Authorized signature and Title)
Address: 1302 South Union Street
City: Rock Rapids, IA 51246
Date:
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(09/14)
DGR ENGINEERING
JANUARY 2025
HOURLY FEE SCHEDULE A
Personnel
Grade
Engineer
Hourly Rate
Technician
Hourly Rate
Administrative
Hourly Rate
01
$131
$78
$78
02
$139
$83
$83
03
$147
$88
$88
04
$157
$93
$93
05
$167
$98
$98
06
$178
$104
$105
07
$189
$110
$113
08
$200
$117
$121
09
$211
$124
$129
10
$223
$131
$139
11
$236
$139
$149
12
$250
$147
$160
13
$263
$156
$176
14
$273
$167
$207
15
$280
$178
$258
Reimbursable Expenses:
Standard vehicle mileage at the IRS standard mileage rate in effect at the time.
2. Survey/staking/heavy duty trucks at IRS standard mileage rate plus $0.25 per mile.
3. Other travel, subsistence, lodging at actual out-of-pocket cost.
4. GPS Survey Equipment (when used) at $31.25 per hour.
5. ATV and UTV Equipment (when applicable) at $12.50 per hour.
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HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Hutchinson Substation Metering - GRE Agreement
Presenter: Dan L.
Agenda Item Type:
Time Requested (Minutes): 10
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
The expansion of the Hutchinson Substation will require additional metering and the
reconfiguration of existing metering. HUC has contacted Great River Energy to perform
this task, and the attached statement of work details the roles and responsibilities of
each party.
Attachments:
HUC/GRE Statement of Work
JAN 2025
BOARD ACTION REQUESTED:
Approve statement of work with Great River Energy for the installation and
commissioning of metering at the Hutchinson Substation.
Fiscal Impact: $36,124.85
Included in current budget: Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
TABLE OF CONTENTS
Introduction/Background.........................................................................................................................3
Scopeof Work...........................................................................................................................................3
InScope.................................................................................................................................................3
HUCScope of Work...............................................................................................................................4
HUC (and DGR or Contractor) Responsibilities.....................................................................................4
GRE Responsibilities/Out of Scope.......................................................................................................5
Schedule/Milestones................................................................................................................................6
Outage Constraints/Coordination.............................................................................................................7
Estimate.................................................................................................................................................... 7
Acceptance................................................................................................................................................ 8
Termsand Conditions............................................................................................................................... 9
Cost of Services; Invoicing & Payment; Billing Disputes.......................................................................9
Warranty............................................................................................................................................... 9
Ownershipof Documents.....................................................................................................................9
Noticeof Termination.........................................................................................................................10
LimitedLiability...................................................................................................................................10
IndependentContractor.....................................................................................................................10
ForceMajeure.....................................................................................................................................10
Indemnification...................................................................................................................................10
Insurance.............................................................................................................................................11
SafetyAssessment..............................................................................................................................11
Miscellaneous.....................................................................................................................................11
Statement of Work for HUC Metering Project 2 of 12
existing operations and maintenance (O&M agreement) between Great River Energy (GRE) ant
Hutchinson Utilities Commission (HUC). The work described in this Statement of Work is
subject to the terms and conditions of the agreement, which are incorporated herein by this
reference, except as otherwise expressly stated in this Statement of Work.
HUC/DGR requested GRE to design, procure, and construct the metering and telecom
components in support of HUC's plan to refurbish and expand the Hutchinson Substation. GRE
adherence to GRE standard design criteria for ease and efficiency of operations and
maintenance. For this reason, GRE is submitting this statement of work to agree on the design
parameters of this work, establish major design and construction milestones that all parties
must adhere too, and to confirm how the testing and commissioning work is allocated amongst
HUC and GRE at the completion of construction.
Currently, there are two (2) 69-kV tie meters at Hutchinson Substation, one for C3NB9 (GRE-
XCEL tie, which is GRE's responsibility) and the other for C3NB3/C3NB7 (GRE-HUC tie, which will
be covered by HUC). After this project, in the new configuration, C3NB3 and C3NB7 will each
have a dedicated meter. HUC will be responsible for the two new meters associated with
C3NB3 and C3NB7, while GRE is responsible for the C3NB9 meter and all telecom, and SCADA
The scope activities below are dependent on receipt of advanced notice of when services are
expected.
Scope of Work
The scope of work will be based on the facility ratings provided to GRE by HUC.
�rill Scope
0 Review DGRdesign for adherence toGREmetering standards.
GREyillsuppk/allthnaeSEL-735nnetensboEP2LHUC'selectricalequipnnentenclosuna
(FEE) building vendor, for preinstallation in the FEE. Two of these, for C3NB3 and
C3NB7�vvill beHUC'sownership and financial responsibility.
o All pre -wiring and installation of these meters will be completed byEP2 in
prefabricated FEE.
o Decommissioning ofHUCexisting C3NB3/C3NB7meter after new telecom and
metering equipment iscutcmerand commissioned in new FEE in the expanded
portion of site.
0 GRE will be responsible for commissioning the new metering equipment.
Final walk-through to validate punch list with contractor
o Contractor responsible for punch list. GRE may be hired if resources are available
Statement of Work for H UC Metering Project 3 of 12
HUC Scope of'Woflk
• Substation design
• Decommissioning or nanncmal of major equipment
• Delivery ofmajor equipnnent
• Major equipment construction
• The following construction items will be completed byHUC/DGIR:
o Metering: DGRwill assemble the 3-linesand wiring diagrams for the GRE
supplied SEL-735nneters.
o SCADAcheckout: DGR, HUC and Contractor's testing agency will handle local
checkout.
o Current transformer testing
o Voltage transformer testing
o Circuit breaker functional, mechanical, and timing tests
o Battery system testing
o Arrester testing
o Relay testing
o Develop, install, and test relay settings: DGRvvill develop the relay settings.
Contractor's testing agency will install and test relay settings. DGR and
Contractor's testing agency will update settings throughout commissioning.
GRE to review the relay settings per typical PRC coordination. DGR and the
testing agency will configure the communications sothat GREhas remote
engineering access to all relays in the sub via Crossbow.
o End -to -end line relaying communication testing
o Fiber optic system testing
o Energizationbesting
o Commissioning testing
o Post-energization testing
• Construction oversight
• Corrective action from testing/commissioning
• Energization
� Document management and retention services
o Responsibility of HUC to request, manage and retain any specific documentation
to meet organization'scompliance responsibilities and commitments.
0XUC (and DGRor Contractor) Remporimfliflitiem
� Provide schedule of the entire project to GRE containing the major milestones:
o Drawings issued toGREfor review byD3/3l/2D25 and allow GREtwo weeks to
review.
o Start and completion of outages two months prior to the outage start date.
o Start and completion ofconstruction with assumed timeline for testing and
commissioning two months prior tothe construction start date.
o Energization date two weeks prior to the energization date
Statement of Work for H UC Metering Project 4 of 12
• Conduct meetings with GREthroughout the project bokeepGREinfonmedofshiftsbo
thetinneline/nnilestones.
• Prior to construction, do the following which is billable under terms of the O&M
o Meet M|SO requirements for outage timelines (TSO-506 request for outage)
o Work with GRE System Operations to determine if outage timeframe is
acceptable.
o Hire contractors that are vetted via a national safety pnognsnn and electrically
qualified and provide this information toGRE.
0 Final acceptance
o Include GRE in the final walk through of the site prior to final turnover to GRE
operations.
o GRE is not responsible for work/material that is not to GRE metering standard
Deviation from GRE metering standards will be brought to the attention of HUI
0 Agrees to and understands it is their responsibility to request any specific
documentation of the agreed to services herein prior to the onset of GRE providing said
services.
� Agrees to and understands it is their responsibility to manage and retain all GRE-
provided documentation to meet their organization's compliance responsibilities and
To the extent GRE identifies and recommends additional, specific follow-up actions as a
result of providing the services herein, HUC agrees to and understands it is their
responsibility to understand the full nature and impact of the recommended actions and
execute the appropriate follow-up actions.
Q!VBR(!mJ)0111mfllfl� iti(!m/0 Litmf'SCOIN!
• GREwill relocate our GRE-XCELtie meter C3NB9 asaseparate project butin
coordination with the sequence of this effort for HUC. This effort is not billable to HUC.
• SCADA checkout: GRE will participate in SCADA checkout remotely during RTU cutover.
• Relay settings: GRE to review and update the remote relay settings as it pertains to the
site expansion and review relaying settings local tothe Hutchinson Substation site.
• End -to -end line relaying communication testing: BvGRE on Big Swan end.
• Fiber optic system testing: GRE to participate in fiber testing between Hutchinson
substation and Big Swan end.
Decommissioning: GRE remove telecom equipment and metering equipment from
existing control building and substation box structure after new telecom and C3NB9
metering equipment is cutover to and commissioned in new build ing/substation
expansion portion of site.
• Supply of router, switch,' antenna, telecom pole, cables/fiber, GRE meter.
• Ethernet switch, router, telecom pole, cable/fiber, and antenna design and installation
Statement of Work for H UC Metering Project 5 of 12
Schedule/Milestones
Assuming HUC provides approval by 12/31/2024, GRE will aim to ensure all GRE activities are
completed within the HUC required timelines during construction.
PROJECT.SCHEDULE - Hutd-,- SU,ndm 115 B'R,bulld
Hutchins- Unlird, C eint—ion - Hatteld-on. TkIlini—ta
DGRP-j01. 428507
R, 07 29 2024
PROJEC T LEGEND
ffl=
D
GRE Milestones
Timeline
Design coordination
November 2024 ® February 2025
GRE drawing IFC (metering and telecom)
Spring 2025
Ship 3 SEL-735 meters to EP2 (shipping: EP2
April 2025
project 16081, Attn: Dut Ajang)
Telecom installations (install new comms
October 2025
equipment tied to new FEE and run both old
and new comms system until FEE is fully
cutover. Decommission old comms at that
Statement of Work for HUC Metering Project 6 of 12
point. HUC to install conduit for GRE to pull
coaxial cable.)
New EEE building in place and ready for RTAC
November2025
points cutover/checkouts (old building and
comms to stay installed and operational until
full cutover of RTU with temporary
connection between EEEs.)
Removals (metering and telecom legacy
March 2026 —June 2026
removals)
Relay settings, fiber testing, and end -to -end
11 months (December 2025 ® October 2026)
relay testing, meter commissioning
Meter Commissioning/Checkouts (GRE and
March 2026
HUC meter)
Meter Commissioning/Checkouts (HUC
July 2026
Meter)/Relay Settings (Big Swan)
Energization Date (Sequenced)
Spring 2026 through Fall of 2026
Close -Out'
2 months
'Includes material reconciliation, as-built/field verification drawings/relay settings, HUC
acceptance, and final invoicing.
Outage Consi�i�-aini�s/Cooi�-dinal��"ion
HUC is responsible for coordinating, defining, and establishing outage plans for Hutchinson
Substation. HUC will also ensure they are coordinating and requesting outages in compliance
with all MISO/GRE/other entities requirements.
Estimate
GRE proposes to complete the scope of work for an estimated total of $36,124.85. HUC will pay
all costs, including labor, indirects, material, contractor/consultant, interest, and miscellaneous
(travel, hotel, meals). GRE will notify HUC in advance of cost overruns in excess of the total
estimate. Labor rates will be billed at the negotiated labor rates for the current year. Labor
rates available on request. With this statement of work, GRE will incur ongoing maintenance
expenses which will be passed through to the HUC and are included in the O&M agreement.
GRE and HUC will need to modify the O&M agreement to capture the changes being made at
the Hutchinson substation. Annual cost changes associated with these O&M agreement
modifications will be addressed during the agreement update.
Statement of Work for HUC Metering Project 7 of 12
External Project Summary
Project Name:
Hutchinson Substation Install Metering - WFO
Project Number: 210990
Project Group:
Willlmar-Li:ltchifield-Stockade-Hutchinson area projects
PM Name: Toomey, Robert GRE-MG
Estimate Type:
PLANNING
Status: WAPPR
Revision:
I
Retained Date:
Labo,r
$29,739 63
Mallenal
$6,38522
Land
$0 OF)
7FI&C
$0 CHI')
C)thei
$0,00
$0 00
1.:qwrirrierut
$0 00
Interest
so 00
$36,124.85
In addition, HUC and GRE agreed that GRE will procure the meters. GRE will separately invoice
HUC for two meters (material) as they will be owners and GRE will provide maintenance
support as requested by GRE.
Acceplance
Until this document is signed, no obligation is held by HUC or GRE to perform the
aforementioned work; it shall provide information only until signed by both parties.
SOW shall be deemed valid for 60 days from the issued date. Beyond that timeframe® estimates
or timeframes may change.
Approved by HUC:
07M
07M
Approved by GRE:
07M
Krystal DeBruine
Manager, Transmission Project Management Office
Statement of Work for HUC Metering Project 8 of 12
Terms and Conditions
The following general terms and conditions apply to this SOW unless stated otherwise in the services
agreement in which case the services agreement governs.
Cost of Services Il4iiivvo cin Payment; III: fIIIIUng Ill: isJmmmtmws
(a) GRE will provide CLIENT with an invoice for the Services performed at the completion of the
work. CLIENT will make payment of the invoice amount within thirty (30) days of receipt of the invoice.
Payment will be made by a method mutually agreed to by GRE and CLIENT.
(b) In the event that CLIENT in good faith contests the validity, accuracy, or reasonableness of an
invoice submitted by GRE, CLIENT will, as promptly as reasonably possible after receiving the invoice,
notify GRE in writing, explaining the basis for CLIENT's contest. CLIENT will pay the amount of the invoice
other than which is disputed, pending resolution of the dispute.
Warranty
(a) GRE SERVICES. GRE WARRANTS THAT THE SERVICES PROVIDED BY GRE UNDER THIS SOW
WILL BE PERFORMED IN A DILIGENT, TIMELY, PROFESSIONAL AND WORKMANLIKE MANNER IN
ACCORDANCE WITH RECOGNIZED INDUSTRY STANDARDS. GRE DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT THAT THE SERVICES
PROVIDED BY GRE ARE ADVISORY, NO SPECIFIC RESULTS ARE ASSURED OR GUARANTEED. IN THE
EVENT THAT GRE FAILS TO PERFORM ANY SERVICES AS PROVIDED IN THIS PARAGRAPH, GRE'S
SOLE AND EXCLUSIVE OBLIGATION TO CLIENT WILL BE TO PROMPTLY TAKE SUCH ACTION AS MAY
BE REASONABLY NECESSARY TO CORRECT SUCH FAILURE. GRE EXPRESSLY DISCLAIMS ALL OTHER
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY TO THE
EXTENT PERMITTED BY LAW, AND FURTHER, GRE EXPRESSLY EXCLUDES ANY WARRANTY OF
NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO
THE EXTENT PERMITTED BY LAW.
(b) Third Party Services Arranged by GRE. In the event that GRE arranges for a third party to
provide Services (including but not limited to hardware or software services) to CLIENT underthis
SOW, GRE will have no responsibility or liability for any malfunction or defects in such third -party
Services. CLIENT's rights and remedies in connection with a malfunction or defect in such third -
party Services will be limited to those extended by the third -party supplier, manufacturer or
licensor of the Service. GRE will use commercially reasonable efforts to enforce the rights or
remedies extended by the third -party supplier, manufacturer or licensor, but will not be required
to incur excessive costs in any such enforcement (such as the costs of litigation).
Ovsmi ersllliip o IlDOCmmmmmmwmuits
Except as otherwise provided in this Statement of Work, GRE retains ownership of all documents and
other materials, including all reports, drawings, specifications, or other items prepared by GRE as part of
the Services. GRE will furnish copies of all such documents and other materials to CLIENT upon CLIENT's
request and subject to any confidentiality obligations specified in the applicable Statement of Work.
Statement of Work for HUC Metering Project 9 of 12
Votfce of"f erriiiiii atiorii
CLIENT has the right to terminate this SOW without cause upon notice to GRE. Upon receipt of such a
notice, GRE will take reasonable steps to discontinue performing any incomplete Services and to
mitigate any additional expenditures related to the affected Service. CLIENT acknowledges and
understands that (1) it may not be possible for GRE to immediately discontinue performing the
terminated Service, and (2) CLIENT will be responsible for any additional costs associated with the early
termination of a Service that is not complete as of the date of the CLIENT's notice of termination.
GRE shall be entitled to terminate this Statement of Work for material breach by CLIENT, including
without limitation, CLIENT's failure to make payments due to GRE. In such an event CLIENT shall not be
entitled to use any of the items prepared by GRE for CLIENT as part of the Services for any purpose
whatsoever.
Lf cited IILiaflllfty
GRE'S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS SOW FOR ANY CAUSE WHATSOEVER,
REGARDLESS OF THE FORM OF THE ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED
TO THE AMOUNT OF SERVICES FEES PAID BY CLIENT TO GRE FOR THE SERVICE FROM WHICH THE CLAIM
AROSE, PROVIDED, HOWEVER, SUCH LIMITATION SHALL NOT APPLY TO LIMIT GRE'S LIABILITY TO THE
EXTENT THAT THE SAME ARISES, RESPECTIVELY, FROM GRE'S FRAUD OR WILLFUL MISCONDUCT. IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST DATA OR LOST
PROFITS, HOWEVER ARISING, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE
OCCURRENCE OF SUCH DAMAGES.
4uifllepeviifl exit Contractor
GRE performs the Services as an independent contractor, not as an employee of CLIENT. Nothing in this
Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship
between GRE and CLIENT with respect to the Services provided by GRE under this SOW.
IForce Il i aj(Aire
Neither party shall be liable to the other for any failure to perform its obligations under this SOW if
prevented from doing so by a cause or causes beyond its control, including without limitation, acts of
God or public enemy, failure of suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war
and restraints of government. The party affected by such matters will resume performance as soon as
practicable after the force majeure event terminates.
4uifl eriiniiff°fcatiorii
Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party and such
party's directors, officers, employees, representatives, agents, successors and assigns (collectively the
"Indemnified Party") and will pay any and all damages, costs and expenses (including reasonable
attorney's fees) incurred by the Indemnified Party as a result of, or arising out of, claims, suits or
demands of third parties for any (a) loss of life, (b) personal injury, or (c) damage to real or tangible
personal property, but only to the extent such loss or damage is caused by the gross negligence or willful
misconduct of the Indemnifying Party.
Statement of Work for HUC Metering Project 10 of 12
411SUrance
(a) GRE and CLIENT shall at all times carry and maintain insurance coverage of such types and in
such amounts as is in accordance with Good Utility Practice.
(b) In connection with the performance of this SOW, GRE and CLIENT shall each have the full risk of
loss for their respective property, equipment and material, and each shall carry and maintain property
insurance coverage accordingly. Upon request, each shall provide the other with evidence of such
insurance coverage. GRE and CLIENT's property insurance shall be endorsed to show that their
respective insurers waive subrogation against the other party, its directors, officers and employees.
Safety Assessriie it
Prior to commencing any onsite Services, GRE will conduct a safety assessment of the existing
equipment, site conditions and site access at the CLIENT's location where Services will be performed.
The scope of the safety assessment will be determined by GRE in its sole discretion. To the extent that
GRE identifies any safety concerns at the site, GRE will meet with CLIENT and discuss the concerns and
GRE and CLIENT will determine a resolution to the concerns. Upon determining and implementing the
resolution, GRE will proceed to plan and schedule the Services.
%1fsc6ll Illani(!0L1s
Amendments. Except where the Statement of Work expressly states otherwise, any amendment to the
Statement of Work shall be binding only if in writing and signed by duly authorized representatives of
the parties.
Assignments. Neither party may assign this Statement of Work without the prior written consent of the
other party, such consent not to be unreasonably withheld.
Entire Agreement. The Statement of Work shall be and incorporate the entire agreement and
understanding between the parties in relation to all matters contained therein and supersedes any
previous written or oral agreements, negotiations, commitments, communications and representations
of any kind.
No Waiver. Neither party's rights shall be prejudiced or restricted by any indulgence or forbearance
extended by such party or by any delay in exercising or failure to exercise any right and no waiver by
either party of any breach shall operate as a waiver of any other or further breach, whether of a like or
different character.
Survival of Obligations. Any obligations which by their nature extend beyond the expiration or
termination of the Statement of Work shall survive the expiration or termination of the Statement of
Work.
Notices and Communications. Any notice to be given to either party under the Statement of Work shall
be in writing and delivered by hand or sent by courier, post or e-mail to the respective addresses stated
in the PO (or such other nominated address notified in writing to the other party).
Statement of Work for HUC Metering Project 11 of 12
Governing Law. The Statement of Work shall be governed by and construed in accordance with the laws
of the State of Minnesota, excluding application of its conflict of law provisions.
Statement of Work for HUC Metering Project 12 of 12
HUTCHINSON UTILITIES COMMISSION
Board Action Form
'�XA61Tl�`'
Agenda Item: Award Contract for Hutchinson Substation Construction
Presenter: D. Lang
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
On January 15th HUC held a bid opening for construction improvements for the
Hutchinson Substation 115kV expansion project. Three bids were received.
The lowest bid of the three submitted did not fulfill the bid specifications and was later
retracted by the bidder.
After reviewing the bid proposals, staff and DGR Engineering are recommending
awarding the bid to Hydaker-Wheatlake Co. for a total contract price of $6,931,556.12.
Please see the attached bid tabulation sheet for the bid results.
Attachments:
-Letter of Recommendation
-Bid summary
Jan 2025
BOARD ACTION REQUESTED:
Award contract for Hutchinson Substation construction improvements to
Hydaker-Wheatlake Co.
Fiscal Impact: TBD
Included in current budget: Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
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January 22, 2025
Hutchinson Utilities Commission
Attn: Daniel Lang, Engineering Services Manager
225 Michigan Street
Hutchinson, MN 55350
RE: Recommendation of Award of Contract
Hutchinson Substation Improvements
DGR Project No. 428507
Dear Daniel:
We have reviewed the bids received on January 15, 2025 for the above -referenced project. A bid
summary form and detailed tabulation of the bid results is enclosed. We have checked the bids
for mathematical accuracy and compliance with the bid specifications. We are hereby prepared
to offer the following recommendation.
Three (3) bids were received, opened, and read aloud. One (1) non -responsive bid was submitted
by Brink Constructors, Inc. After reviewing Brink's bid, it was discovered that Brink did not include
all the requirements of the specifications (i.e. pricing was not included for all bid units on the Bid
Form). Furthermore, Brink requested that their bid be withdrawn via email shortly after the bid
opening.
There were two (2) responsive bids received ranging in price from $6,931,556.12 to
$11,952,521.02. The low bid evaluated was received from The Hydaker-Wheatlake Company,
who submitted a total price of $6,931,556.12. The Hydaker-Wheatlake Company has successfully
completed projects for us in the past, and we know of no reasons why they would not perform
well on this project. We recommend that you award the contract to The Hydaker-Wheatlake
Company for a total price of $6,931,556.12.
Please review our recommendation and feel free to contact us with any questions you or the
Commission may have. Please let us know when an award has been made, and we will proceed
with preparing the Contract Documents for signatures. We will be sending a copy of the bid
summary to all bidders and plan holders.
DGR Engineering — 1302 South Union Street — P.O. Box 511 — Rock Rapids, IA 51246
phone: 712.472.2531 — fax: 712.472.2710 — dgr.com
\7,1\285\ 7\1:7oc\Sp c\ riisL�ucL!oii\ riiLrscL 1 ocs\I.,.b Iwncnin C cur Awaid Lo Ownei 428507 docx
Daniel Lang
Page 2
January 22, 2025
Best Regards,
DGR Engineering
/.- _.. a
Alex Richter, P.E.
Enclosure: Bid Summary and Tabulation
AMR:ste
HUTCHINSON UTILITIES COMMISSION �••
Board Action Form
'XA61Tl`'
Agenda Item: Approve Requisition #010119 Air Stack Emission Testing Plant 1 and Plant 2
Presenter: Mike Gabrielson
Agenda Item Type:
Time Requested (Minutes): 5
New Business
Attachments: Yes
BACKGROUND/EXPLANATION OFAGENDA ITEM:
Every 2-5 years HUC needs to perform testing on the exhaust stacks at both plant 1 and
plant 2 for the air permit. This year Unit 1 RATA testing is due 180 days from time of
install of 185-186 and Units 5,6,7 Air Permit Compliance testing is due by end of March
2025.
The attached project summary outlines the requirements to conduct the testing. Pricing
is valid for ninety (90) days after proposal issuance date.
• Plant 1 Compliance Testing: $35,400
• Plant 2 RATA Testing: $7,750
Total $42,900
Kirk Dunbar with HDR Engineering is helping us with this to make sure everything is
being done per our air permit.
Please see attached quote from Alliance Technical Group. Looking for
Board approval of Requisition #010119 for $42,900
BOARD ACTION REQUESTED:
Approve Requisition # 010119
Fiscal Impact: $42,900
Included in current budget: Yes Budget Change:
PROJECT SECTION:
Total Project Cost: Remaining Cost:
HUTCHINSON
UT'IIILIITIIIE'S
ALLIANCE TECHNICAL GROUP
255 GRANT ST SE, STE 600
DECATUR, AL 35601
Note
Description:
Stack Testing 2025
PURCHASE REQUISITION
HUTCHINSON UTILITIES COMMISSION
225 MICHIGAN ST SE
HUTCHINSON, MN 55350
Phone:320-587-4746 Fax:320-587-4721
Date
Requisition No.
01 /22/2025
010119
Required by:
Requested by:
mgabrielson
Item
No.
Part No.
Description
Qty
Unit
Due Date
Unit Price
Ext. Amount
PLANT 1 COMPLIANCE TESTING U5 -
MFG. PART:
1
1.00
EA
03/23/2025
$11,800.000
$11,800.00
PLANT 1 COMPLIANCE TESTING U6 -
MFG. PART:
2
1.00
EA
03/23/2025
$11,800.000
$11,800.00
PLANT 1 COMPLIANCE TESTING U7 -
MFG. PART:
3
1.00
EA
03/23/2025
$11,800.000
$11,800.00
PLANT 2 RATA TESTING U1 -
MFG. PART:
4
1.00
EA
03/23/2025
$7,500.000
$7,500.00
Total: 42,900.00
Date Printed: 01/22/2025 Requisitioned By: mgabrielson Page: 1/1
January 7, 2025
Mike Gabrielson
Hutchinson Utilities Commission
225 Michigan Street SE
Hutchinson, MN 55350-1905
MGabrielson@hutchinsommn. gov
320-234-0551
RE: Plant 1 Compliance & Plant 2 RATA/Comp
Alliance Proposal No. 2024-4457-SR1
Dear Mike Gabrielson,
Alliance Technical Group, LLC (Alliance) appreciates the opportunity to provide Hutchinson Utilities Commission
(HUC) with this proposal. The attached project summary outlines our understanding of your requirements, describes
our approach to meet your needs, and presents assumptions we made to develop a lump sum cost estimate to conduct
this testing. Pricing is valid for ninety (90) days after proposal issuance date.
• Plant 1 Compliance Testing $35,400
• Plant 2 RATA Testing $7,500
$42,900*
• Optional HAPs Testing via Method 18 $10, 000
*Pricing is contingent on the Plant 1 and Plant 2 testing being conducted during the same mobilization.
The lump sum cost estimate does not account for contingency costs associated with site -specific COVID-19 policies,
including but not limited to quarantines prior to site entry, that were undisclosed by HUC and not expressly listed in
the proposal. If HUC's COVID-19 policies result in additional time or expenses prior to or during the scheduled testing
and are not specifically identified in the Proposed Project Schedule provided in the Project Summary, additional
charges will apply.
The lump sum cost estimate is predicated on Net 30-day payment terms (as outlined in more detail in the enclosed
Terms & Conditions) and standard project scheduling (> 30 calendar days). If rush scheduling (< 30 calendar days)
becomes necessary after project authorization (personnel/equipment availability dependent), an additional 15% rush
charge may be added to the final invoice amount. If the mobilization of a test team from an external ATG office is
required to meet the rush scheduling needs, the additional labor and expenses (cost +15%) associated with test team
travel will also be invoiced. Alliance invoices upon completion of field work and offers a 1% discount if payment is
received upon receipt of the Draft Report.
We look forward to working with you on this project. Please do not hesitate to contact us at 651-247-7873 to discuss
this proposal.
Sincerely,
Alliance Technical Group, LLC
Ed Juers
Manager, Operations
Enclosure
CORPORATE OFFICE
255 G uaii 11[ ;,III ,III , Sdhe 60
�i', AL 3930
29335tl W 2I
WWW r+Ilia+r7�°,r.lr.�;17i71r,°,r,,Ie rrMi iI� r,°;r,�Mrr�
PROJECT SUMMARY
PROJECT SCOPE OF WORK
The following table details Alliance's understanding of the testing locations, parameters, applicable test methods and
required test runs.
Source
Test
Location
Parameters
V.S. kPA
Reference Test
Method
No. of Test
Runs / Test Ruff
Duration,Appiicability
Regulatory
Sample Point
Determination
I
Volumetric Flow Rate
2
Plant 1
Unit 5 (EQUI
3 / 120 minutes
State Permit
Carbon Dioxide /
Oxygen
3A
Moisture Content
4
10/STRU 14) /
Unit 5
PM/PM10/PM2.5
5
Unit 6 (EQUI
28/STRU 21) /
Outlet
Condensable
Particulate Matter
202
Nitrogen Oxides
7E
Unit 6
Carbon Monoxide
10
Unit 7 (EQUI
Volatile Organic
Compounds
25A
29/STRU 22) /
Unit 7
3 / 60 minutes
CFR 40 Part
60JJJJ, State
Hazardous Air
320 or
Permit
Pollutants
*optional 18
Formaldehyde /
Methane
320
Carbon Dioxide
3A
Plant 2
RATA-P75,
Unit 1 (EU001)
Outlet
Nitrogen Oxides
7E
10 / 21 minutes
CFR 40, Part
Mass Emission
Factors
19
/ Unit 1
60GG
*Optional Method 18 sampling for acetaldehyde, acrolein and methanol can be used to target lower detection limits if required.
Method / Laboratory Selections:
Laboratory
Method
AST-MSP (Circle Pines, MN)
EPA 5
AST-MSP (Circle Pines, MN)
EPA 202
AST-MSP (Circle Pines, MN)
EPA 18- if needed (Acetaldehyde, Acrolein, Methanol)
Proposal No. 2024-4457-SRI HUC — Hutchinson, MN January 7, 2025
Plant 1 Compliance & Plant 2 RATA/Comp
Page 1
PROJECT SUMMARY
PROPOSED PROJECT SCHEDULE
The project schedule will be finalized upon receiving written documentation to proceed from HUC. The following
table lists Alliance's proposed schedule that was used to develop the cost estimate. A revised cost estimate may be
needed if the proposed schedule is modified.
1 Travel, Equipment Setup, Pre -Test QA/QC 4
2 Test Engine 5/Setup Engine 6 11
3 Test Engine 6/Setup Engine 7 11
4 Test Engine 7/Setup Unit 1 12
5 Test Unit 1/BD Travel 8
PROJECT RESPONSIBILITIES
HUC's responsibilities shall include the following:
• Provide an adequate source of electricity (one (1) circuit, 60-amps at 240-VAC within 50-feet of each mobile
laboratory setup location — two (2) circuits, 20-amp circuits at 115-VAC within 50-feet of each sampling
location).
• Providing space suitable to park a mobile laboratory within approximately 300 feet of the sample location.
• Provide adequate test ports and access to those ports (ladder, scaffolding or man -lift) and materials for sufficient
temporary protection of test personnel and equipment from hazardous and environmental conditions.
• Provide process operating, control system and/or CEMS data in sufficient detail to perform necessary test
calculations and as required by the facility permit or federal regulatory standard.
Alliance's responsibilities shall include the following:
• Sample Shipments and Disposal. Alliance may ship test samples by freight or common carrier, and in such event
responsibility for the samples shall be as set out in the contract for shipment between Alliance and such freight
or common carrier (and Alliance shall not be responsible for such test samples while in transit or under the
control of such freight or common carrier). Samples generally are consumed or substantially altered during
analysis and are disposed of in accordance with each laboratory's standard operating procedures. Samples
received and analyzed by Alliance are held in archive for three (3) months after analysis and are then disposed
of by Alliance without further or additional notice to HUC. HUC must make other written arrangements with
Alliance if a longer hold time is required.
• Equipment Contamination. Alliance will endeavor to clean the Alliance laboratory and field equipment which
may become contaminated in the conduct of the Alliance services. Occasionally, such equipment cannot be
completely decontaminated because of the type of hazardous materials encountered. If this occurs, it will be
necessary to dispose of the equipment in a manner similar to that indicated for hazardous samples, in which case
HUC agrees to pay Alliance the fair market value of any such equipment (in addition to costs for consulting
services performed).
Proposal No. 2024-4457-SRI HUC — Hutchinson, MN January 7, 2025
Plant 1 Compliance & Plant 2 RATA/Comp
Page 2
PROJECT SUMMARY
TEST PLAN/REPORT SUBMITTAL
An electronic draft test plan will be submitted to HUC for review within two (2) business days following the receipt
of a purchase order or other acknowledgement to proceed. An electronic copy of the final test plan will be provided
to HUC for submittal to the regulatory agency.
An electronic draft report will be submitted within two (2) weeks following the completion of onsite testing, or if
sample analyses are required, within two (2) business days following the receipt of laboratory results. The standard
laboratory turn -around time is ten (10) business days from receipt of the samples. An electronic version of the final
report will be submitted within two (2) business days following the receipt of draft report comments. If requested, up
to two (2) hard copies of the final test report will be submitted. Additional hard copies can be provided at a rate of $50
per copy. The final test report will include the following:
• Introduction — Brief discussion of project scope of work and activities.
• Results and Discussion — A summary of test results and process/control system operational data with comparison
to regulatory requirements or vendor guarantees along with a description of process conditions and/or testing
deviations that may have affected the testing results.
• Methodology — A description of the sampling and analytical methodologies.
• Sample Calculations — Example calculations for each target parameter.
• Field Data — Copies of actual handwritten or electronic field data sheets.
• Laboratory Data Copy of laboratory report(s) and chain(s) of custody.
• Quality Control Data — Copies of all instrument calibration data and/or calibration gas certificates.
• Process Operating/Control System Data — Process operating, control system and/or CEMS data (as provided by
HUC) to support the test results.
Proposal No. 2024-4457-SRI HUC — Hutchinson, MN January 7, 2025
Plant 1 Compliance & Plant 2 RATA/Comp
Page 3
ADDITIONAL CHARGES
ADDITIONAL CHARGES / POSTPONEMENT SCHEDULE
Additional Charges
Category
Cost
Test Personnel Onsite Delay/Standby
(including but not limited to inclement weather and
process/control system malfunction), not the fault of Alliance
personnel
$200 / hour / person
(Complete down day will be billed at a
minimum of eight (8) hours)
Onsite Test Equipment
$2,500/ day
Per Diem
$95 / person
Lodging
$250 / day / person
Unplanned Weekend / Holiday
$750 / day / person
Method 18 Bags (Methane/Ethane)
$500 / initial bag
$250 / additional bag
Blank Analysis
Cost + 15%
ERT/CEDRI Reporting
$500 / source
Consulting Fee
$250 / hour
Mileage
$1.50 / mile
Credit Card Fee
4% of total project cost
Rental Equipment Rates
Per Day
2rDa 1Y�inimu�n
Per Weep
ManLift 50' to 70')
$1,500
$6,000
ManLift 71'to 100'
$1,800
$7,200
ManLift over 100'
$3,300
$12,000
Generator
$690
$2,760
* Cost +25% option available, if requested.
HUC may also be invoiced a lump sum fee for postponing or canceling this project. Additional labor (such as
mobilization, demobilization or project management time) and/or direct expenses may be invoiced in addition to these
lump sum fees. The postponement/cancellation fee schedule is as follows:
Postpone
t, Char
]Proposal Price
1 business, day 2-5 business, days
6-10 business days
11-20 business
days,
< $49,999
50% 30%
15%
--
> $50,000
50% 30%
15%
10%
Alliance personnel are required to abide by Department of Transportation (DOT) regulations. Alliance personnel are
limited, by law, to a maximum of fourteen (14) hours per workday including travel time, and a maximum of seventy
(70) hours in an eight (8) consecutive day period. Off duty time must include ten (10) consecutive hours each day. If
Alliance personnel reach the allowable work and/or driving hour DOT limits due to causes beyond their control
(including but not limited to inclement weather and process/control system malfunction) and an additional day of
onsite or travel time is required, charges above the original lump sum cost estimate may be incurred. Alliance's
standard employee standby and per diem rates will apply when billing the additional time.
Proposal No. 2024-4457-SRI HUC — Hutchinson, MN January 7, 2025
Plant 1 Compliance & Plant 2 RATA/Comp
Page 4
CUSTOMER PROPOSAL ACCEPTANCE
Alliance encourages customers to issue Purchase Orders for 15% more than the lump sum cost estimate to account for
any potential Additional Charges (outlined in detail on the following pages).
To move forward with this project and reserve your preferred date(s) for field work, please sign and return
the Customer Proposal Acceptance below and issue a Purchase Order for the applicable amount to
PO(-&,AllianceTG.com.
Customer Proposal Acceptance
I have reviewed and accept this Proposal and the Terms & Conditions included herein. By signing the below, I am
awarding this business to Alliance Technical Group and am authorizing them to proceed with this project.
Alliance Proposal No. 2024-4457-SRI
Signature:
Name:
Title:
Date:
Purchase Order No.
DISCOVER OUR ADITI VDICS
As your strategic partner in environmental testing, monitoring, and analysis, Alliance offers a full
suite of technical and compliance services for all your environmental needs.
TERMS AND CONDITIONS OF SALE
ALLIANCE TECHNICAL GROUP, LLC
(version 11.01.2024)
Alliance Technical Group, LLC ("ATG") hereby agrees to sell and furnish to Customer, and Customer agrees to purchase and acquire from ATG certain
goods ("Goods") and/or services ("Services") as set forth in one or more ATG proposal(s), purchase agreement(s), purchase order(s) or similar
instrument(s) by which ATG is providing Goods or Services ("Work") to Customer (herein collectively "Agreement(s)"). All Agreements are subject to
the following terms and conditions (the "Terms"), and such Terms are accepted without modification by Customer in connection with any request
by Customer for Work from ATG and are incorporated into all documents pertaining to Work performed by ATG as if fully set forth therein. ATG or
Customer may be referred to herein as a "Party" or collectively as "Parties."
1. PAYMENT TERMS: ATG shall invoice periodically for work done or to be done, as appropriate. Customer agrees to pay the ATG invoice in full
within 30 days from the date of ATG's invoice. If the Work includes delivery of a draft report, ATG will grant Customer a 1% discount on the total
invoice amount if payment is received on or before the draft report delivery dates set for in the Agreement. Customer shall inform ATG of any
disputed charges within five (5) business days of receiving the invoice. Should an invoice need to be amended, the original invoice transmittal
date shall still apply for purposes of determining the payment due date. If payment is not received by ATG from Customer by the due date,
Customer agrees to pay interest on the past due amount at a rate of one percent (1%) per month until paid (but not more than the maximum
rate of interest allowed by applicable law), and further agrees to pay reasonable costs of collection incurred by ATG, including without limitation,
court costs and attorneys' fees. No deduction shall be made from the ATG invoice on account of liquidated damages or other sums withheld
from payments to contractors or others.
2. TERMINATION: Either Party may terminate the Agreement with or without cause upon 30 days' written notice to the other Party. In the event
Customer requests termination prior to completion of the project, Customer agrees to pay ATG for all costs incurred through the date of notice
of termination, plus reasonable charges associated with termination of the work. Orders for Goods may be cancelled at no cost prior to ATG's
issuance of a purchase order for such Goods. Cancellations thereafter shall be subject to cancellation and restocking fees.
3. TAXES: Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by
any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
4. CHANGE ORDERS: If either Party wishes to change the scope or performance of the Work, it shall submit details of the requested change to the
other Party in writing. ATG shall, within a reasonable time after such request, provide a written estimate to Customer of (i) the likely time
required to implement the change; (ii) any necessary variations to the fees and other charges for the Work arising from the change; (iii) the
likely effect of the change on the Work; and (iv) any other impact the change might have on the performance of this Agreement. Promptly after
receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither Party
shall be bound by any Change Order unless mutually agreed upon in writing. Notwithstanding the foregoing, ATG may, from time to time change
the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the
fees or any performance dates set forth in the Agreement. ATG may charge for the time it spends assessing and documenting a change request
from Customer on a time and materials basis.
5. PERFORMANCE, WARRANTIES:
a) Services. ATG will perform the Services using that degree of care and skill ordinarily exercised under similar conditions by reputable
members of the profession practicing in the same or similar locality. ATG shall use reasonable efforts to meet any performance dates
specified in the Agreement, and any such dates shall be estimates only. ATG shall not be liable for a breach of the warranty set forth herein
unless Customer gives written notice of the defective Services, reasonably described, to ATG within 30 days of the time when Customer
discovers or should have discovered that the Services were defective. Subject to the foregoing and for a period of 12 months after
performance of the Services, ATG will, in its sole discretion, either repair or reperform such Services, or credit or refund the price of such
Services at the pro rata rate. Customer agrees and acknowledges that failure to provide required Customer data may impede delivery of
the Services and, therefore, agrees that in such cases where required Customer data is not provided to ATG as required by ATG, Customer
releases ATG from any and all claims, including claims for reperformance, credit or refund.
b) Goods. The Goods sold by ATG are provided or manufactured by other parties and are warranted by those other parties against defects in
materials and workmanship for a period of time depending on the Goods (each, an "OEM Warranty"). All improper use, operation or
maintenance of these Goods is excluded from warranty. To the extent allowed by contract, law or otherwise, ATG will pass through to
Customer any and all OEM Warranties that are in effect for Goods purchased. All warranty claims for defects in material and/or
workmanship on the Goods shall be directed to the manufacturer of such Goods at Customer's sole cost and expense. ATG may reperform
the Services to correct defective Goods, at Customer's sole cost and expense, including, but not limited to, shipping, travel time, and travel
expenses associated with the repair, at ATG's current rates. ATG shall not be responsible for damage to goods or delays arising from
shipment of Goods.
c) THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND ATG'S ENTIRE LIABILITY FOR ANY
BREACH OF THIS LIMITED WARRANTY. NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE OR INTENDED RELATED TO ATG'S
PROFESSIONAL CERTIFICATION OR BY ATG'S ORAL OR WRITTEN REPORTS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE,
MERCHANTABILITY, NON -INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES ARE EXPRESSLY
DISCLAIMED. THIS WARRANTY IS EXCLUSIVE, AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED.
6. INSURANCE: ATG maintains insurance coverage as follows:
a) Worker's Compensation insurance —applicable statutory amounts
b) Commercial General Liability Insurance - $1,000,000 per occurrence / $10,000,000 excess
c) Professional Errors & Omissions - $1,000,000 per claim / $10,000,000 excess
d) Pollution Liability Insurance - $1,000,000 per claim / $10,000,000 excess
e) Automobile Liability Insurance - $1,000,000 combined single limit
7. SITE OPERATIONS: Customer will arrange for right -of -entry to the property for the purpose of ATG performing the Work. Customer represents
that it possesses necessary permits and licenses required for its activities at the site. Customer shall advise ATG in writing of any underground
or over -ground obstructions at the site, including utilities, ATG will give special instructions to the ATG field personnel. ATG is not responsible
for any damage or losses due to undisclosed or unknown surface or subsurface conditions on Customer premises. Except for ATG's gross
negligence or willful misconduct, and to the maximum permitted by law, Customer shall indemnify and hold harmless ATG, and its directors,
officers, employees, and agents (collectively "ATG Indemnitees") from and against any and all claims, losses, damages, suits, fees, judgments,
costs, and expenses (collectively "Claims") including attorneys' fees incurred in response to such Claims, that the ATG Indemnitees may suffer
or incur arising out of or connected with performance of ATG's duties at the Customer site. ATG will take reasonable precautions to minimize
damage to the property caused by the ATG operations. Sample locations described in the ATG report or shown on sketches are based on specific
information furnished by others or estimates made in the field by the ATG personnel. Such dimensions, depths or elevations should be
considered as approximations unless otherwise stated in the ATG proposal or report.
8. FIELD REPRESENTATIVE: The presence of the ATG field personnel, either full-time or part-time, will be for the purpose of providing observation
and field testing of specific aspects of the project as authorized by Customer. Should a contractor not retained by ATG be involved in the project,
Customer will advise contractor that the ATG Work does not include supervision or direction of the work of the contractor, its employees or
agents, unless previously agreed upon in writing. Customer will also inform contractor that the presence of the ATG field representative or
observation or testing by ATG will not relieve the contractor of its responsibilities for performing the work in accordance with the plans and
specifications. If a contractor (other than a subcontractor to ATG) is involved in the project, Customer agrees that, in accordance with generally
accepted construction practices, the contractor will be solely and completely responsible for working conditions on the jobsite, including safety
of all persons and property during performance of the work, and compliance with OSHA regulations, and that these requirements will apply
continuously and not be limited to normal working hours. It is agreed that ATG will not be responsible for job or site safety on the project and
that ATG does not have the duty or right to stop the work of the contractor.
9. UNFORESEEN CONDITIONS OR OCCURRENCES: It is possible that unforeseen conditions or occurrences may be encountered which could
substantially alter the Work or the risks involved in completing the Work. If this occurs, ATG will promptly notify and consult with Customer, but
will act based on ATG's sole judgment where risk to the ATG personnel is involved. Possible actions could include (i) Complete the original Work
in accordance with the procedures originally set out in the ATG proposal, if practicable in ATG's sole judgment; (ii) mutually agree with Customer
to modify the Work and the estimate of charges to include study of the unforeseen conditions or occurrences, with such revision to be agreed
to in writing prior to ATG continuing the Work; or (iii) terminate the Work effective on the date specified by ATG in writing (in which case
Customer agrees to pay ATG for all costs incurred through the date of notice of termination, plus reasonable charges associated with termination
of the Work).
10. FORCE MAJEURE: Excepting payment for amounts due and payable, if performance of these Terms, the Work, or the Agreement by either Party
is prevented by reason of any event or act which is beyond the reasonable control of the Party affected (including, but not limited to, Acts of
God, fire, flood, explosion, war, strike, embargo, epidemic, pandemic, government requirement or natural disaster), such Party shall, upon giving
prior written notice to the other Party, be excused from such performance to the extent of such prevention, provided that the Party so affected
shall use its best efforts to avoid or remove such causes of nonperformance, and shall continue to perform under this Agreement with the
utmost dispatch whenever such causes are removed.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE,
REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOTTHE PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES,
AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ATG'S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ATG PURSUANT TO THE AGREEMENT
GOVERNING THE WORK.
12. CUSTOMER DISCLOSURE: Upon execution of the Agreement, Customer shall notify ATG in writing of any hazardous substances or any condition,
known or that should be known by Customer, existing in, on, or near the site that might present a potential danger to human health, the
environment, or equipment. Customer agrees to provide continuing information as it becomes available to the Customer in the future during
the course of performance of Work by ATG. By virtue of entering into an Agreement or of providing services to Customer, ATG does not assume
control of or responsibility for the site or the person in charge of the site, or undertake responsibility for reporting to any federal, state or local
public agencies any conditions at the site that may present a potential danger to public health, safety or the environment. Customer agrees to
notify the appropriate federal, state, or local public agencies as required by law, or otherwise to disclose, in a timely manner, any information
that may be necessary to prevent any danger to health, safety, or the environment.
13. ENVIRONMENTAL INDEMNITY: In connection with toxic or hazardous substances or constituents, Customer agrees to the maximum extent
permitted by law to defend, hold harmless and indemnify the ATG Indemnitees from and against any and all Claims, unless caused by ATG's
(version 11.01.2024)
gross negligence or intentional misconduct, resulting from (i) Customer's violation of any federal, state or local statue, regulation or ordinance
relating to the disposal of toxic or hazardous substances or constituents; (ii) Customer's undertaking of or arrangement for the handling,
removal, treatment, storage, transportation or disposal of toxic or hazardous substance or constituents found or identified at the site; (iii) toxic
or hazardous substance or constituents introduced at the site by Customer or third persons before or after the completion of services herein;
(iv) allegations that ATG is a handler, generator, operator, treater or store, transporter, or disposer under the Resource Conservation and
Recovery Act of 1976 as amended or any other similar federal, state or local regulation or law; and (v) Claims related to personal injury or
property damage from exposure to or release of toxic or hazardous substances or constituents at or from the site before, during or after the
performance of Work.
14. DOCUMENTS: ATG will furnish to Customer the agreed upon number of reports and supporting documents. ATG reserves the right to withhold
the delivery of reports and supporting documents until payment has been received on outstanding invoices. These instruments of service are
furnished exclusively for Customer's use in connection with the project or Work performed for Customer pursuant to the Agreement and ATG
will not share with any third parties without the prior written consent of Customer. All documents generated by ATG pursuant to any Agreement
or otherwise, including without limitation all intellectual property rights associated with such documents, shall remain the sole property of
Customer. If Customer desires to provide any ATG report to a third party that is not used for regulatory approvals and ATG agrees in writing to
provision of the ATG report to such third party, Customer shall obtain written acceptance from the third party to be bound by these terms and
conditions prior to making the ATG report available to such third party. Customer agrees that all documents furnished to Customer or Customer's
agents or designers, if not paid for, will be returned upon demand and will not be used by Customer for any purpose whatsoever. Customer
further agrees that documents produced by ATG pursuant to any Agreement or otherwise will not be used at any location or for any project not
expressly provided for in the related Agreement without ATG's prior written approval. Customer shall furnish documents or information
reasonably within Customer's control and deemed necessary by ATG for proper performance of the ATG Work. ATG may rely upon Customer -
provided documents in performing the Work required under any Agreement, however, ATG assumes no responsibility or liability for the accuracy
of Customer -provided documents. Customer -provided documents will remain the property of the Customer. Any unauthorized use or
distribution of ATG reports shall be at Customer's sole risk and without liability to ATG, and Customer shall indemnify and hold ATG Indemnitees
harmless from any Claims related to or resulting from such use or distribution.
15. GOVERNING LAW; DISPUTE RESOLUTION: All questions concerning the validity, interpretation and performance of these Terms or the
Agreement will be governed by and decided in accordance with the laws of the State of Alabama, without regard to its conflict of law principles.
The Parties agree to attempt to resolve any dispute without resort to litigation. Such dispute shall first be submitted to nonbinding mediation
to be conducted in Morgan County, Alabama unless the Parties mutually agree otherwise. In the event the Parties are unable to reach a
settlement of any dispute arising out of the Work provided to Customer by ATG, then such disputes shall be settled by binding arbitration in
Morgan County, Alabama by an arbitrator to be mutually agreed upon by the Parties and shall proceed in accordance with the rules of the
Construction Industry Arbitration Rules of the American Arbitration Association then pertaining. If the Parties cannot agree on a single arbitrator,
then the arbitrator(s) shall be selected in accordance with the above referenced rules. If the claimant fails to prevail, then the claimant shall pay
all costs of the Party defending the claim, including reasonable attorneys' fees. Notwithstanding the foregoing, this paragraph shall not apply to
any action instituted for the collection of any amount invoiced to Customer for products sold, services rendered or similar matters for the
collection of money due by Customer to ATG.
16. INTELLECTUAL PROPERTY: All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable
or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate
names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual
Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared
by or on behalf of ATG in the course of performing the Work, except for any Confidential Information of Customer or Customer materials, shall
be owned by ATG. ATG hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive,
worldwide, non -transferable, non-sublicensable, fully paid -up, royalty -free, and perpetual basis to the extent necessary to enable Customer to
make reasonable use of the Work.
17. CONFIDENTIALITY: During performance of the Work (the "Authorized Purpose") one Party may acquire the other Party's Confidential
Information. "Confidential Information" means the proprietary or confidential information of each Party, relating in any way to the business and
affairs of each Party, or proprietary or confidential information of a third party to which a Party has access that one Party (the "Receiving Party")
may acquire from the other Party (the "Disclosing Party") as a result of discussions of Work performed pursuant to any Agreement. Confidential
Information includes any information marked as confidential, but also includes any information which the Parties in good faith and good
conscience ought to treat as confidential. Each Party acknowledges that all Confidential Information is very valuable to each respective Party
and shall maintain all Confidential Information in strict confidence. Each Party further agrees that such Confidential Information shall not be
used or disclosed, except as follows: (i) each Party agrees to use Confidential Information only for the Authorized Purpose and agrees not to use
any Confidential Information for the benefit of anyone other than the other Party to the Agreement; (ii) each Party agrees to limit access to
Confidential Information to its officers, directors, employees and agents ("Personnel") who have a need to know the Confidential Information
for the Authorized Purpose and shall instruct such Personnel to not disclose Confidential Information except as allowed under these Terms or
the Agreement; and (iii) each Party agrees not to copy, reprint, duplicate or recreate the Confidential Information without the prior express
written consent of the other Party. Unless otherwise required by contract or law, upon either termination of the applicable Agreement or of
these Terms as set forth herein or upon written request by the Disclosing Party, the Receiving Party shall cease use and return or destroy all of
the Disclosing Party's Confidential Information in the Receiving Party's possession or control.
18. SEVERABILITY: If a court of competent jurisdiction declares any term, condition or provision of these Terms or the Agreement invalid or
unenforceable, the remainder of the Terms and the Agreement shall not be affected and shall remain in full force and effect.
(version 11.01.2024)
19. SURVIVAL: All obligations arising prior to the termination of this Agreement and all provisions of these Terms and the Agreement allocating
responsibility or liability between Customer and ATG (or with respect to warranty or indemnification) shall survive the completion of the Work
and the termination of these Terms and the Agreement.
20. INTEGRATION: These Terms and the Agreement, along with any attached documents and those incorporated herein constitute the entire
Agreement between the Parties and cannot be changed except by a written instrument signed by both Parties. These Terms and the Agreement
prevail over any of Customer's general terms and conditions regardless of whether or when Customer has submitted its purchase agreement(s),
purchase order(s) or similar instrument(s). Performance of Work to Customer does not constitute acceptance of any of Customer's terms and
conditions and does not serve to modify or amend these Terms or the Agreement.
(version 11.01.2024)