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09-24-2025 HUCCPHUTCHINSON UTILITIES COMMISSION AGENDA REGULAR MEETING September 24, 2025 3:00 p.m. 1. CONFLICT OF INTEREST 2. APPROVE CONSENT AGENDA a. Approve Minutes b. Ratify Payment of Bills 3. APPROVE FINANCIAL STATEMENTS 4. OPEN FORUM 5. COMMUNICATION a. City Administrator b. Divisions C. Human Resources d. Legal e. General Manager 6. POLICIES a. Review Policies i. Electric Service Requirements and Charges ii. Temporary Service iii. Temporary Service in Case of Underground Failure iv. Electric Meter Placement v. Sealing of Meters vi. Meter Testing vii. Right -of -Way Clearing viii.Tree Removal or Trimming ix. Locating Customer's Underground Utilities b. Approve Changes i. Security Light Rental — Rate to Furnish and Maintain Fixture ii. Rate Schedule — Electric iii. Rate Schedule — Natural Gas 7. UNFINISHED BUSINESS 8. NEW BUSINESS a. Approve Amendment to HCP's Firm Transportation Agreement b. Approve Amendment to HCP's Reservation Agreement C. Approve Memorandum of Agreement relative to PFML d. Approve Large Power Customer Tariff e. Approve Power Purchase Agreement and Credit & Security Agreement 9. ADJOURN MINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, August 27, 2025 Call to order — 3:00 p.m. President Matt Cheney called the meeting to order. Members present: President Matt Cheney; Secretary Don Martinez; Vice President Troy Pullis; Commissioner Kathy Silvernale; Commissioner Tom Lambert; GM Jeremy Carter; Attorney Marc Sebora: 1. Conflict of Interest 2. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills Motion by Commissioner Martinez second by Commissioner Silvernale to Approve the Consent Agenda. Motion carried unanimously. 3. Approve Financial Statements GM Carter presented the Financial Statements. Electric Division KWH sold up 9.62% from last year, Natural Gas Division up 3.42% from last year. GM Carter noted there was a customer that had moved from Industrial class to Large Industrial class. GM Carter reviewed the Market Sales from the last few months and how it has compared to previous years, along with the rate stabilization fund and fuel cost credit provided back to the customers. Balance Sheet and Investments were also reviewed. Motion by Commissioner Silvernale, second by Commissioner Pullis to Approve the Financial Statements. Motion carried unanimously. 4. Open Forum 5. Communication a. City Administrator— Matthew Jaunich — i. Street project wrapping up on Dale ii. Development interest at the City — Conditional use permit on Data Center was approved iii. Downtown Apartment complex could be starting soon iv. Comprehensive Plan for Burns Manor site v. Preliminary plat on Northside of town submitted b. Divisions Dan Lang, Engineering Services Manager — Nothing to Report Dave Hunstad, Electric Transmission/Distribution Manager — 1. Reconductor project on Texas Ave 2. Elk Ridge Estates Development 3. Working at 3M during annual shutdown 1 [.1 iii. Mike Gabrielson, Production Manager — Nothing to Report iv. Jared Martig, Financial Manager —Absent v. Byron Bettenhausen, Natural Gas Manager — 1. Elk Ridge Estates Development 2. Working at 3M during annual shutdown 3. River Crossing Project Update c. Human Resources — Angie Radke - i. Will be meeting with Insurance Broker on PFML percentage rates ii. Working with Union representative to bring forth MOA regarding PFML iii. Benefits right around the corner. d. Legal — Marc Sebora — i. Nothing to report e. General Manager — Jeremy Carter i. Data Center update ii. Sustainability Committee- Commissioners are welcome to sit on committee iii. Working on Prepaid Contract iv. New Ulm Capacity Agreement conversations v. Looking to add Item 8b — Discussion of Solar Array's on Public Buildings Policies a. Review Policies i. Hutchinson Utilities Commission ii. Establishing a New Electric/Natural Gas Account iii. Deposit Requirement — Residential iv. Deposit Requirement — Commercial/Industrial v. Terminating Electric/Natural Gas Service by Customer vi. Definition of Your Bill vii. Errors in Billing viii. Payment of Your Bill ix. Automatic Bill Payment Plan x. Budget Payment Plan xi. Explanation of Billing Procedure xii. Disconnection of Residential Services by HUC xiii. Disconnection of Commercial Services by HUC xiv. After Hours Reconnection Policy xv. Landlord Acknowledgment xvi. Inserts with Utility Bills xvii. Identity Theft — "Red Flag Program" xviii. Minnesota Cold Weather Rule xix. Minnesota Government Data Practices Act and No changes recommended at this time b. Approve Changes 2 Public Records Request 7. Unfinished Business 8. New Business a. Approve Req#10337 — Plant #1 Substation Circuit Breakers Mr. Lang presented Approval of Req#10337 — Plant #1 Substation Circuit Breakers. HUC has periodically been replacing the GE breakers at the Plant #1 substation with ABB breakers due to specific retrofit compatibility with the GE "Magne-Blast" breaker and switchgear. Motion by Commissioner Pullis, second by Commissioner Lambert to Approve Req#10337 — Plant #1 Substation Circuit Breakers. Motion carried unanimously. President Matt Cheney added new business item 8b. b. Discussion of Solar Array's on Public Buildings Mr. Hunstad began the discussion of Solar Array's on Public Buildings. Staff met with EMS Solutions regarding grants that are available for solar array's on public buildings. 70% of the cost is covered through a state grant and 30% of the cost is covered through Federal IRA credit. Any building that is owned by the City that is metered separately qualifies for up to a 40kw system. Max cost of the system is $160k with the average being $95k. Any upgrades that are needed to be made for the system can be included with the grant. EMS Solutions will do the applications. If HUC is selected, HUC pays for the system upfront and will be reimbursed through progress payments. Once the system is complete, HUC will then go to the Federal side and request the 30% credit. HUC's risk would be 30% of the cost if no money is received from the federal side. If HUC is not selected for the grant there would not be a project. Discussion was held on the selection process of the grant, the buildings available with the kw size needed, maintenance costs, and total costs with the buildings selected for the project. Commissioners agree to proceed moving forward with the process. 9. Adjourn There being no further business, a motion by Commissioner Lampert, second by Commissioner Pullis to adjourn the meeting at 3:30pm. Motion carried unanimously. 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U .1i z H H w W U (0 H U a a U a S: S: U W rl ri rl W O 4-I H W W g w W b) w U1 H H W FC ri rl W x rt rt rt x f-I 4-I g a a U1 g x N w H H H x w (0 rt x u u 0 O a w w Uz u a O x x U x x x u Oo co Oo z w C7 Ln N O N \ rn O � z O H O w z u a H H a x w a u w �D H O U) Q H U1 H a � o a z � H z O x H a 61 CDLO (1) O O LO LO co co co Oo Oo Oo w w w C7 C7 C7 Ln Ln Ln N N N O O O N N N rn rn rn O O O z Uz a z a W a O U) a cn W a H w o � H a a x o w O z H Q w O O Q u W I Oo �o r w O O O LO LO LO co co co 00 00 00 w w w C7 C7 C7 Ln Ln Ln N N N O O O N N N rn rn rn O O O H Q z 61 O O H L co co 00 00 w w C7 C7 Ln Ln N N O O N N rn rn O O +-) H O O M O O M l0 un O l0 O M 3' � H 61 f� O O f� un N O O O O O 0 N M Ln 3' h O N N CSl CSl Ln N 3' H Ln oo N 3' h M oo oo oo l0 O un M N l0 oo CSl O h oo Ln 31 Ln H CD CDun O h 3' un l0 Ln h Ln N H M Ln Oo Oo H L Ln O 61 H H M H M un oo H N H H M H a) a as Q t� O 31 O o O Ln O oc) O 31 O 31 O 31 O oc) O 31 O 31 O 31 O O O oo O oo O 31 oc) O O a-1 I I I I I I I I I I I I I I I I I I 10 H o h o O Ln M N h h h H N n 61 n 61 n 61 H M O H N M N o M h N 0 61 Oo O oo 0) oo oo oo 0) oo oo Oo CSl CSl CSl 61 Oo 61 u H H l0 H H H H H H N N N H H H H H H O O Oo O 31 O O O O O O O O O O O O O O U W O H a N w �D w �D �D w W W W H H N O O O a N W W WW FC FC FC W u rl O C7 C7 C7 aWa E 0 Q a0 z\ w w H Pa H H H o H D ( H U) � I a a a ro +� � x p � N Ul a) as x a 04 04 C) a) U 'ri r H in n w H w H � w H � w H � 0) H in J-) is rt a) 'ri N in w H a) as x Ul �, 0 v) W 9 H M a M a H M W a 1n o Z 'r1 rG \ Q n H a) oc) 04 04 oc 'ri �', as as � Z H U 'ri a N W +-) as b � O n H H H W U) U) U) U) W a o U) W x FG 5 O\ �7 U W a rt rt rt �7 W W W �7 a w a a a U a) x p N U) U 1 'ri a W '� al a) a) a) x U U H U H U H U H x U 1 a) H U 'ri x U \ C7 'ri U a q) U rt w z +) +) +) +) w W x x x w a, r1 w W �D rt v) a CD (0Q O Q f-1 H W Q H a � O (0 (0 (0x ° W O W W w x ° .11 ° 0 ° 4-4 O° x a Q f-1 'ri H W x m a o 0 a z w w a H a ° W W � �' U H w co FC O O cn O U U a W cn a Q � W W H a a 0 x cQ u u) W W ° W a H H Z °H H H n 0 H Q U '7. H 04 H L1a i/1 w O H x a a � 0 z a u x H H U H Ui W O a a PQ H a H a Q 04w a O Pa .D 04a > G-1 H rG w H a w H a w a H H a U 0 H Fa a z 0 rQa� 0 E w z x 0 w Q w H z 0 x a a 0 0 w z z O O a a a n H 5 u H M J' LO Oo 61 Oo 61 O ur M ur M ur M ur M ur M ur M ur M ur M ur M ur M ur M ur ur M M u OD oo oo oo oo OD OD OD OD OD OD OD OD � H w 1i x H z z z z z z z z z z z z z .. � C7 C7 C7 C7 C7 C7 C7 C7 C7 C7 C7 C7 C7 H Z:7) 0 O -li (r) a) CD 0 Q O O O O O O O O O O O O O N 17 J-) N N N N N N N N N N N N N N CSl Ul P� �' � CSl CSl CSl CSl CSl CSl CSl CSl CSl CSl CSl CSl CSl O ,D Q U W O O O O O O O O O O O O O 00 H o 00 0 00 Q0 H � � N a W H E� H a Ln H N D EO � N z\ 0 co z\ H � x � N � �D Ln O x o z a N W a o\(J .H w �4 N U F \ cn a ro Q a 0 a z w w w N w � � Q a z x m 0 u� W Q 0 x 0 w x u ro a ZH- 14 U N u � H a 1i x O O -li (r) Ln � 1 +-) o U Q N f7 J-) o �D 0 U -K f"7 f"7 f"7 OD z w C7 Ln C7 N O N N W O Q W a 0 H N z w N a � w w Q I co co N N u U U H H z z H H HUTCHINSON UTILITIES COMMISSION COMBINED DIVISIONS FINANCIAL REPORT FOR AUGUST, 2025 2025 2024 p . Combined Division Customer Revenue $ 2,470,875 $ 2,996,870 $ (525,995) Sales for Resale $ 1,005,359 $ 278,802 $ 726,556 NG Transportation $ 174,451 $ 170,869 $ 3,582 Electric Division Transfer $ 60,639 $ 60,383 $ 255 Other Revenues $ 71,164 $ 44,638 $ 26,526 Interest Income $ 74,900 $ 82,878 $ (7,978) TOTAL REVENUES $ 3,857,388 $ 3,634,441 $ 222,947 Salaries & Benefits Purchased Commodities Transmission Generator Fuel/Chem. Depreciation Transfers (Elect./City) Operating Expense Debt Interest TOTAL EXPENSES NET PROFIT/(LOSS) 66.7% of Year Comp. % Chna 2025 2024 p % Chna Full Yr Bud % of Bud (17.6%) $ 23,854,938 $ 23,720,401 $ 134,537 0.6% $ 38,041,145 62.7% 260.6% $ 5,234,985 $ 2,309,504 $ 2,925,481 126.7% $ 3,490,250 150.0% 2.1% $ 1,378,361 $ 1,279,533 $ 98,827 7.7% $ 2,071,218 66.5% 0.4% $ 485,111 $ 483,067 $ 2,044 0.4% $ 727,666 66.7% 59.4% $ 428,337 $ 1,129,360 $ (701,023) (62.1%) $ 483,841 88.5% (9.6%) $ 517,517 $ 678,851 $ (161,333) (23.8%) $ 633,457 81.7% 6.1% $ 31,899,249 $ 29,600,716 $ 2,298,533 7.8% $ 45,447,577 70.2% $ 619,776 $ 609,162 $ 10,615 1.74% $ 5,210,974 $ 5,250,931 $ (39,957) (0.8%) $ 8,248,534 63.2% $ 1,574,185 $ 1,525,179 $ 49,006 3.2% $ 13,545,956 $ 13,068,130 $ 477,826 3.7% $ 20,256,167 66.9% $ 340,925 $ 272,895 $ 68,030 24.9% $ 1,871,787 $ 1,740,460 $ 131,327 7.5% $ 3,015,064 62.1% $ 387,714 $ 157,110 $ 230,604 146.8% $ 1,764,486 $ 895,342 $ 869,144 97.1% $ 1,284,200 137.4% $ 345,777 $ 368,170 $ (22,393) (6.1%) $ 2,786,914 $ 2,920,178 $ (133,265) (4.6%) $ 4,310,000 64.7% $ 222,524 $ 222,269 $ 255 0.1% $ 1,780,195 $ 1,778,152 $ 2,043 0.1% $ 2,670,292 66.7% $ 292,823 $ 238,673 $ 54,150 22.7% $ 2,472,095 $ 2,151,902 $ 320,194 14.9% $ 3,174,901 77.9% $ 49,688 $ 58,638 $ (8,950) (15.3%) $ 397,504 $ 468,404 $ (70,900) 15.1% $ 596,257 66.7% $ 3,833,412 $ 3,452,096 $ 381,316 11.0% $ 29,829,911 $ 28,273,499 $ 1,556,412 5.5% $ 43,555,415 68.5% $ 23,976 $ 182,345 $ (158,369) (86.9%)l 2,069,338 $ 1,327,217 $ 742,121 55.9% $ 1,892,162 109.4% August August YTD YTD 2025 2024 Change 2025 2024 Change Gross Margin %: 26.7% 33.5% -6.8% 33.6% 32.2% 1.4% Operating Income Per Revenue $ (%): -1.5% 3.8% -5.3% 5.4% 0.4% 4.9% Net Income Per Revenue $ (%): 0.6% 5.0% -4.4% 6.5% 4.5% 2.0% Notes/Graphs: 2025 HUC Budget Targeet 34.2%�ryry Iluppp �IIppIIIIIIII`` 3.5 % flry��lpl`l 4.2 % HUTCHINSON UTILITIES COMMISSION ELECTRIC DIVISION FINANCIAL REPORT FOR AUGUST, 2025 [�i,Y,,tr� �i ��tl��i ��Illlllllll��fm�l��llflltttitf��l�fi��'�Illmmi�lmm'ff��lll�� , 66.7�6ofYearComp. 2025 2024 Di . %Chna 2025 2024 Di . %Chna Full Yr Bud %of Bud Electric Division Customer Revenue $ 1,923,794 $ 2,458,779 $ (534,985) (21.8%) $ 16,105,818 $ 16,238,904 $ (133,086) (0.8%) $ 25,609,217 62.9% Sales for Resale $ 1,005,359 $ 278,802 $ 726,556 260.6% $ 5,234,985 $ 2,309,504 $ 2,925,481 126.7% $ 3,490,250 150.0% Other Revenues $ 47,496 $ 19,457 $ 28,039 144.1% $ 208026 $ 147,295 $ 60,732 41.2% $ 191,126 108.8% Interest Income $ 38,844 $ 42,833 $ (3,989) (9.3%) $ 274:884 $ 350,578 $ (75,694) (21.6%) $ 333,457 82.4% TOTAL REVENUES $ 3,015,493 $ 2,799,871 $ 215,622 7.7% $ 21,823,713 $ 19,046,281 $ 2,777,432 14.6% $ 29,624,050 73.7% Salaries & Benefits $ 453,960 $ 461,279 $ (7,318) Purchased Power $ 1,253,097 $ 1,235,396 $ 17,701 Transmission $ 340,925 $ 272,895 $ 68,030 Generator Fuel/Chem. $ 387,714 $ 157,110 $ 230,604 Depreciation $ 248,162 $ 275,210 $ (27,049) Transfers (Elect./City) $ 172,789 $ 172,534 $ 255 Operating Expense $ 192,916 $ 180,628 $ 12,287 Debt Interest $ 32,771 $ 35,305 $ (2,533) TOTAL EXPENSES $ 3,082,334 $ 2,790,357 $ 291,977 NET PROFIT/(LOSS) $ (66,841) $ 9,514 $ (76,356) (1.6%) $ 3,910,545 $ 3,894,334 $ 16,212 1.4% $ 8,652,893 $ 8,211,048 $ 441,846 24.9% $ 1,871,787 $ 1,740,460 $ 131,327 146.8% $ 1,764,486 $ 895,342 $ 869,144 (9.8%) $ 2,004,958 $ 2,175,638 $ (170,680) 0.1% $ 1,382,312 $ 1,380,269 $ 2,043 6.8% $ 1,665,368 $ 1,457,283 $ 208,085 (7.2%) $ 262,171 $ 282,438 $ (20,267) 10.5% $ 21,514,522 $ 20,036,810 $ 1,477,711 309,192 0.4% $ 5,955,489 65.7% 5.4% $ 12,605,893 68.6% 7.5% $ 3,015,064 62.1% 97.1% $ 1,284,200 137.4% (7.8%) $ 3,200,000 62.7% 0.1% $ 2,073,468 66.7% 14.3% $ 2,145,148 77.6% 7.2% $ 393,257 66.7% 7.4% $ 30,672,519 70.1% 721 (131. �i ��i �iiii��i �I I �iiiii��fff tttitt�� fi�i�'�(Ilf�ffh��i�� , 66.7�6 of Year Comp. 2025 2024 Di . %Chnq 2025 2024 Di . %Chnq Full Yr Bud %of Bud Electric Division Residential 5,644,396 5,753,597 (109,201) (1.90%) 37,446,731 35,585,029 1,861,702 5.23% 54,084,350 69.2% All Electric 157,829 149,448 8,381 5.61% 1,690,187 1,480,131 210,056 14.19% 2,585,300 65.4% Small General 1,706,734 1,728,279 (21,545) (1.25%) 12,264,740 11,602,238 662,502 5.71% 18,348,996 66.8% Large General 9,152,550 8,231,930 920,620 11.18% 61,454,430 52,172,933 9,281,497 17.79% 83,540,973 73.6% Industrial 8,748,000 11,413,000 (2,665,000) (23.35%) 66,743,000 75,687,000 (8,944,000) (11.82%) 113,841,379 58.6% Total KWH Sold 25,409,509 27,276,254 (1,866,745) (6.84%) 179,599,088 176,527,331 3,071,757 1.74%1 272,400,998 65.9% August August YTD YTD 2025 HUC 2025 2024 Change 2025 2024 Change Budget Target Gross Margin %: 19.1% 26.0% -6.9% 27.8% 25.8% 2.0% 27.0% flmllll� Operating Income Per Revenue $ (%): -3.7% 0.0% -3.6% 0.9% -5.9% 6.9% -3.5% Net Income Per Revenue $ (%): -2.2% 0.3% -2.6% 1.4% -5.2% 6.6% -3.5% Customer Revenue per KWH: $0.0757 $0.0901 -$0.0144 $0.0897 $0.0920 -$0.0023 $0.0940 $0.0940 Total Power Supply Exp. per KWH: $0.0937 $0.0748 $0.0190 $0.0863 $0.0784 $0.0078 $0.0784 $0.0784 Net Loss increased by $76,356 over August 2024. Usage was down 6.84% in part due to the timing difference in August billing days YOY for the industrial customer. Sales for Resale were up $726,556 due to a large increase in generation sales into the market. This generation is also the reason for the $230,604 increase in generator fuels and chemicals. Sales for Resale of $1,005,359 consisted of $774,359 in market sales, $98,000 in capacity sales to Rice Lake, $70,000 in capacity sales to AEP, and $63,000 in capacity sales to Nextera. August 2024 Sales for Resale of $278,802 included $72,577 in market sales, $98,000 in capacity sales to Rice Lake and $108,225 in capacity sales to AEP. August 2023 Sales for Resale of $590,194 consisted of $345,944 in market sales, $98,000 in capacity sales to Rice Lake and $146,250 in capacity sales to AEP. Overall Purchased Power increased by $17,701. MRES purchases increased by $39,008 and market purchases/MISO costs decreased by $21,307. The average cost of MISO power was $29.05/mwh (2,160 mwh's purchased), compared to $23.46/mwh (3,137 mwh's purchased) in August 2024. Power "Credit" Adjustment for August 2025 was $.01339/kwhr crediting customers $337,226 for the month and $185,428 YTD. Power Cost Adjustment for August 2024 was $.00485/kwhr bringing in an additional $131,604 for the month and $556,670 YTD. Gas Division Customer Revenue Transportation Electric Div. Transfer Other Revenues Interest Income TOTAL REVENUES Salaries & Benefits Purchased Gas Operating Expense Depreciation Transfers (City) Debt Interest TOTAL EXPENSES NET PROFIT/(LOSS) HUTCHINSON UTILITIES COMMISSION GAS DIVISION FINANCIAL REPORT FOR AUGUST, 2025 66.7% of Year Comp. 2025 2024 Di . %Chna 2025 2024 Di %Chna Full Yr Bud %of Bud $ 547,081 $ 538,092 $ 8,989 1.7% $ 7,749,120 $ 7,481,497 $ 267,623 3.6% $ 12,431,928 62.3% $ 174,451 $ 170,869 $ 3,582 2.1% $ 1,378,361 $ 1,279,533 $ 98,827 7.7% $ 2,071,218 66.5% $ 60,639 $ 60,383 $ 255 0.4% $ 485,111 $ 483,067 $ 2,044 0.4% $ 727,666 66.7% $ 23,668 $ 25,180 $ (1,513) (6.0%) $ 220,311 $ 982,065 $ (761,754) (77.6%) $ 292,715 75.3% $ 36,056 $ 40,045 $ (3,989) (10.0%) $ 242,634 $ 328,273 $ (85,639) (26.1%) $ 300,000 80.9% $ 841,895 $ 834,570 $ 7,326 0.9% $ 10,075,535 $ 10,554,435 $ (478,900) (4.5%) $ 15,823,527 63.7% $ 165,816 $ 147,883 $ 17,933 12.1% $ 1,300,428 $ 1,356,597 $ (56,169) (4.1%) $ 2,293,045 56.7% $ 321,087 $ 289,783 $ 31,305 10.8% $ 4,893,063 $ 4,857,082 $ 35,980 0.7% $ 7,650,274 64.0% $ 99,907 $ 58,045 $ 41,862 72.1% $ 806,727 $ 694,619 $ 112,108 16.1% $ 1,029,753 78.3% $ 97,615 $ 92,960 $ 4,655 5.0% $ 781,955 $ 744,540 $ 37,415 5.0% $ 1,110,000 70.4% $ 49,735 $ 49,735 $ (0) (0.0%) $ 397,883 $ 397,883 $ (1) (0.0%) $ 596,824 66.7% $ 16,917 $ 23,333 $ (6,417) 0.0% $ 135,333 $ 185,967 $ (50,633) 27.2% $ 203,000 66.7% $ 751,078 $ 661,739 $ 89,339 13.5% $ 8,315,389 $ 8,236,688 $ 78,701 1.0% $ 12,882,896 64.5% $ 90,817 $ 172,830 $ (82,013) (47.5%) $ 1,760,146 $ 2,317,747 $ (557,600) (24.1%) $ 2,940,631 59.9% �i ��f��iiii��ii rlli ��iiii�ff�ttttftf�� li�ifi�i�(I((�if��i�� o 66.7�6 of Year Comp. 2025 2024 Di . %Chna 2025 2024 Di . %Chna Full Yr Bud %of Bud Gas Division Residential 6,215,838 6,510,030 (294,192) (4.52%) 272,485,096 233,580,975 38,904,121 16.66% 435,250,000 62.6% Commercial 8,834,599 9,023,401 (188,802) (2.09%) 208,237,670 178,900,048 29,337,622 16.40% 337,584,000 61.7% Industrial 46,928,547 47,413,884 (485,337) (1.02%) 547,112,311 506,741,588 40,370,723 7.97% 895,764,000 61.1% Total CF Sold 61,978,984 62,947,315 (968,331) (1.54%) 1,027,835,077 919,222,611 108,612,466 11827, 1,668,598,000 61.6% August August YTD YTD 2025 HUC 2025 2024 Change 2025 2024 Change Budget Target Gross Margin %: 55.1% 60.2% -5.1% 46.6% 45.3% 1.3% 48.0% Operating Income Per Revenue $ (%): 6.6% 17.7% -11.0% 15.2% 13.3% 2.0% 17.0% Net Income Per Revenue $ (%): 10.8% 20.7% -9.9% 17.5% 22.0% -4.5% 18.6% Contracted Customer Rev. per CF: $0.0068 $0.0060 $0.0008 $0.0067 $0.0068 -$0.0001 $0.0061 Customer Revenue per CF: $0.0142 $0.0142 $0.0000 $0.0084 $0.0097 -$0.0012 $0.0087 $0.0087 Total N.G. Supply Exp. per CF: $0.0057 $0.0049 $0.0008 $0.0050 $0.0055 ($0.0005) $0.0048 $0.0048 Notes/Graphs: August Net Income decreased by $82,013. Operating expenses were up due to some regulatory and legal expenses as well as some reimburseable expenses for Fairfax and Heartland Corn. August 2025 Fuel Credit Adjustment was $1.78998/MCF crediting customers $30,712 for the month and $626,763 YTD. Fuel Credit Adjustment for August 2024 was $.38801/MCF crediting customers $7,922 for the month and $158,268 YTD. HUTCHINSON UTILITIES COMMISSION BALANCE SHEET - CONSOLIDATED AUGUST 31, 2025 Electric Gas Total Total Net Change Division Division 2025 2024 Total (YTD) Current Assets Unrestricted/Undesignated Cash Cash (2,946,788.97) 14,454,056.29 11,507,267.32 12,897,616.29 (1,390,348.97) Petty Cash 680.00 170.00 850.00 850.00 - Designated Cash Capital Expenditures - Five Yr. CIP 2,750,000.00 700,000.00 3,450,000.00 3,450,000.00 - Payment in Lieu of Taxes 1,345,802.00 596,824.00 1,942,626.00 1,942,626.00 - Rate Stabilization - Electric 1,443,969.35 - 1,443,969.35 398,808.13 1,045,161.22 Rate Stabilization - Gas - 615,294.19 615,294.19 615,294.19 - Catastrophic Funds 800,000.00 200,000.00 1,000,000.00 1,000,000.00 - ReshYcted Cash Bond & Interest Payment 2017 691,214.06 - 691,214.06 887,742.18 (196,528.12) Bond & Interest Payment 2012 - 1,535,749.99 1,535,749.99 1,630,350.00 (94,600.01) Debt Service Reserve Funds 1,183,256.00 2,072,000.00 3,255,256.00 3,255,656.00 (400.00) Total Current Assets 5,268,132.44 20,174,094.47 25,442,226.91 26,078,942.79 (636,715.88) Receivables Accounts (net of uncollectible allowances) 1,995,614.68 506,007.63 2,501,622.31 2,938,435.56 (436,813.25) Interest 74,314.28 74,314.29 148,628.57 141,412.63 7,215.94 Total Receivables 2,069,928.96 580,321.92 2,650,250.88 3,079,848.19 (429,597.31) Other Assets Inventory 2,094,440.15 528,481.72 2,622,921.87 2,633,373.39 (10,451.52) Prepaid Expenses 575,556.56 103,728.56 679,285.12 369,180.37 310,104.75 Sales Tax Receivable 454,261.70 - 454,261.70 380,079.88 74,181.82 Deferred Outflows- Electric 342,759.00 - 342,759.00 741,556.00 (398,797.00) Deferred Outflows- Gas - 114,253.00 114,253.00 247,185.00 (132,932.00) Total Other Assets 3,467,017.41 746,463.28 4,213,480.69 4,371,374.64 (157,893.95) Total Current Assets 10,805,078.81 21,500,879.67 32,305,958.48 33,530,165.62 (1,224,207.14) Capital Assets Land & Land Rights 690,368.40 3,899,918.60 4,590,287.00 4,590,287.00 - Depreciable Capital Assets 94,055,892.04 44,579,509.55 138,635,401.59 158,241,888.16 (19,606,486.57) Accumulated Depreciation (50,235,036.47) (23,035,056.79) (73,270,093.26) (94,567,915.64) 21,297,822.38 Construction - Work in Progress 5,198,850.99 162,488.77 5,361,339.76 5,925,181.20 (563,841.44) Total Net Capital Assets 49,710,074.96 25,606,860.13 75,316,935.09 74,189,440.72 1,127,494.37 Total Assets 60,515,153.77 47,107,739.80 107,622,893.57 107,719,606.34 (96,712.77) 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 AUGUST 31, 2025 Electric Gas Total Division Division 2025 790, 000.00 19,546.00 2, 938, 348.22 98,314.08 62,292.72 3,908,501.02 11,750,000.00 409, 847.76 1, 832, 248.00 39,880.00 569, 807.22 208, 347.54 1, 294, 449.00 16,104,579.52 1, 980, 000.00 185, 608.32 539, 887.91 50,750.01 23,590.49 2,779,836.73 2, 080, 000.00 46,401.71 610, 749.00 13,293.00 169, 522.80 37,374.19 431, 483.00 3,388,823.70 40,502,073.23 40,939,079.37 40,502,073.23 40,939,079.37 2, 770, 000.00 185, 608.32 19,546.00 3,478,236.13 149, 064.09 85,883.21 6,688,337.75 11,750,000.00 2, 080, 000.00 456,249.47 1, 832, 248.00 39,880.00 610, 749.00 13,293.00 739, 330.02 245, 721.73 1, 294, 449.00 431, 483.00 19,493,403.22 Total Net Change 2024 Total (YTD) 2, 655, 000.00 115, 000.00 185, 608.32 - - 19,546.00 3,247,939.90 230,296.23 175,714.06 (26,649.97) 82,020.05 3,863.16 6,346,282.33 342,055.42 12,540,000.00 (790,000.00) 4,060,000.00 (1,980,000.00) 675,314.75 (219,065.28) 2,776,372.00 (944,124.00) 64,096.00 (24,216.00) 925,458.00 (314,709.00) 21,365.00 (8,072.00) 718,594.32 20,735.70 153,920.05 91,801.68 998,815.00 295,634.00 332,938.00 98,545.00 23,266,873.12 (3,773,469.90) 81,441,152.60 78,106,450.89 3,334,701.71 81,441,152.60 78,106,450.89 3,334,701.71 Total Liabilities and Net Position 60,515,153.77 47,107,739.80 107,622,893.57 107,719,606.34 (96,712.77) Hutchinson Utilities Commission Cash -Designations Report, Combined 8/31/2025 Financial Institution Current Interest Rate Annual Interest Balance, August 2025 Balance, July 2025 Change in Cash/Reserve Position Savings, Checking, Investments varies varies varies 25,442,226.91 25,167,160.42 275,066.49 Total Operating Funds 25,442,226.91 25,167,160.42 275,066.49 Debt Reserve Requirements Bond Covenants - sinking fund 2,226,964.05 1,946,442.69 280,521.36 Debt Reserve Requirements Bond Covenants -1 year Max. P & 1 3,255,256.00 3,255,256.00 - Total Restricted Funds 5,482,220.05 5,201,698.69 280,521.36 Excess Reserves Less Restrictions, Combined 00. i11J! !!1 1 !1 J J + Operating Reserve Min 60 days of 2025 Operating Bud. 6,542,569.17 6,542,569.17 Rate Stabalization Funds 2,059,263.54 2,059,263.54 PILOT Funds Charter (Formula Only) 1,942,626.00 1,942,626.00 Catastrophic Funds Risk Mitigation Amount 1,000,000.00 1,000,000.00 Capital Reserves 5 Year CIP (2025-2029 Fleet & Infrastructure Maintenance) 3,450,000.00 3,450,000.00 Total Designated Funds 14,994,458.71 14,994,458.71 YE YE YE YE YTD HUC 2021 2022 2023 2024 2025 Target Debt to Asset 30.8% 31.4% 28.6% 26.0% 24.3% Current Ratio 5.22 4.47 4.48 3.67 3.95 �I RONA 0.41% -1.38% 1.96% 2.63% 2.18% Historical Change in Cash Balance Month End Electric Elec. Change Natural Gas Gas Change Total Total Change 8/31/2025 5,268,132 20,174,094 25,442,227 12/31/2024 6,134,710 (866,578) 17,717,453 2,456,641 23,852,164 1,590,063 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 8/31/2025 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest August 2025 July 2025 Position i Rr Savings, Checking, Investments varies varies varies 25,442,226.91 25,167,160.42 275,066.49 Total HUC Operating Funds 25,442,226.91 25,167,160.42 275,066.49 Debt Restricted Requirements Bond Covenants - sinking fund Debt Restricted Requirements Bond Covenants -1 year Max. P & I Total Restricted Funds 691,214.06 592,609.37 98,604.69 1,183,256.00 1,183,256.00 - 1,874,470.06 1,775,865.37 98,604.69 Operating Reserve Min 60 days of 2025 Operating Bud. 4,578,753.17 4,578,753.17 Rate Stabalization Funds $400K-$1.2K 1,443,969.35 1,443,969.35 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 10,918,524.52 10,918,524.52 Excess Reserves Less Restrictions & Designations, Electric (7,524,862.14) (7,419,274.46) (105,587.68) YE YE YE YE YTD APPA Ratio HUC 2021 2022 2023 2024 2025 5K-10K Cust. Target Debt to Asset Ratio (* w/Gen.) 32.2% 34.8% 34.0% 33.9% 33.1% 39.8% uuuuuuppNNNNNNNNNN NIIllllllllllllllllllllll Current Ratio 5.70 4.96 4.35 2.38 2.20 3.75 RONA -1.2% -4.2% -0.9% -2.1% 0.6% NA ppIIIIIIII��pp�pp�uu�uu�uu�uu�NN�Np�NN�NN�NN�ryry p1 NNNHHHIIIIIIIIIIIIIIII Hutchinson Utilities Commission Cash -Designations Report, Gas 8/31/2025 Change in Financial Annual Balance, Balance, Cash/Reserve Institution Current Interest Rate Interest August 2025 July 2025 Position FRAWRr Savings, Checking, Investments varies varies varies 25,442,226.91 25,167,160.42 275,066.49 Total HUC Operating Funds 25,442,226.91 25,167,160.42 275,066.49 Debt Restricted Requirements Bond Covenants - sinking fund Debt Restricted Requirements Bond Covenants -1 year Max. P & I Total Restricted Funds 1,535,749.99 1,353,833.32 181, 916.67 2,072,000.00 2,072,000.00 - 3,607,749.99 3,425,833.32 181,916.67 Operating Reserve Min 60 days of 2025 Operating Bud. 1,963,816.00 1,963,816.00 Rate Stabalization Funds $200K-$600K 615,294.19 615,294.19 PILOT Funds Charter (Formula Only) 596,824.00 596,824.00 Catastrophic Funds Risk Mitigation Amount 200,000.00 200,000.00 Capital Reserves 5 Year CIP (2025-2029 Fleet & Infrastructure Maintenance) 700,000.00 700,000.00 Total Designated Funds 4,075,934.19 4,075,934.19 YE YE YE YE YTD HUC 2021 2022 2023 2024 2025 AGA Ratio Target Debt to Asset 28.8% 26.5% 21.0% 15.5% 13.1% 35%-50% Current Ratio 4.79 4.06 4.61 5.08 6.40 1.0-3.0 RONA 2.9% 3.0% 6.2% 9.1% 4.3% 2%-5% Notes/Graphs: ELECTRIC DIVISION Operating Revenue August 2025 CLASS AMOUNT KWH /KWH Street Lights 21.09 387 $0.0545 Electric Residential Service $522,047.90 5,644,396 $0.0925 All Electric Residential Service $15,953.39 157,829 $0.1011 Electric Small General Service $154,448.19 1,706,734 $0.0905 Electric Large General Service $679,110.86 9,152,550 $0.0742 Electric Large Industrial Service $552,212.68 8,748,000 $0.0631 Total $1,923,794.11 25,409,896 $0.0757 Power Adjustment ($0.01339) Rate Without Power Adjustment $0.08910 Electric Division Year -to -Date ® 2025 $ Amount ❑ 2024 $ Amount ® 2025 KWH110 ❑ 2024 KWH110 25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 0 ML Residential All Elec. Resid. Small Gen. Srv. Large Gen. Srv. Large Industrial Sales For Resale Total NOTE: This graph includes sales for resale (capacity and energy sales) but excludes street lights and security lights NATURAL GAS DIVISION Operating Revenue August 2025 CLASS AMOUNT MCF /MCF Residential $128,646.85 6,216 $20.6966 Commercial $100,646.30 8,835 $11.3923 Large Industrial $14,751.15 2,094 $7.0460 Large Industrial Contracts $303,036.94 44,835 $6.7589 Total $547,081.24 61,979 $8.8269 Fuel Adjustment-$1.79000 Rate Without Fuel Adjustment $10.61688 Natural Gas Division Year -to -Date ❑ 2025 $ Amount ❑ 2024 $ Amount m 2025 MCF ❑ 2024 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 ffT 0 Gas Residential Gas Commercial Large Industrial Large Industrial Total Contracts W Z E E a` a N R C U a 0 w 0 C e 7i U o N N N N N N O N N O N N N N N N_ N Q\ N N N N Z Z Z Z N O O 0M 0M N C Z Z Z Z Z Z Z Z Z Z M Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z Z O Z ?j Z o Z Z Z Z Z o Z o Z Z Z N N M M N Q N M N M M W W M O 00000 0 O O 00 0 2E r O V 0 V O r N CO o6 W O 6 . . . . . . . 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$ 723,509.18 $ 723,509.18 $ - 38,666.61 $ 38,666,61 300,000.00 $ 300,000.00 211,341.46 $ (88,658.54) 40,000.00 - $ 40,000.00 103,506.51 $ 63,506.51 42,000.00 $ 42,000.00 - $ (42,000.00) 30,000.00 5,000.00 $ 35,000.00 - $ (35,000.00) 80,000.00 20,000.00 $ 100,000.00 - $ (100,000.00) 20,000.00 $ 20,000.00 - $ (20,000.00) 130,000.00 $ 130,000.00 - $ (130,000.00) 50,000.00 $ 50,000.0 $ $ 50,000.00 $ 692,000.00 $ 25,000.00 $ 717,000.00 $ 1,077,023.76 $ 360,023.76 Work Order Descri #ion 22301 Hutch Sub Transformer Upgrade Engineering 22401 Hutch Substation Transformer 22402 McLeod Sub Relay Replacement 22405 3M Sub SCADA Phase 2 22406 HTI Sub SCADA 22501 Pole Repair and Replacement 22502 Station Equipment 22503 Plant 1 Sub Circuit Breakers 22504 Plant 1 Sub Engineering for Willmar Line 22505 Right of Way Clearing 22506 Install Duct 22507 Ravenwood Circle 22508 Edmonton and Sherwood 22509 New Developments 22510 Ravenwood Circle 22511 Edmonton and Sherwood 22512 Transformer Replacements 22513 Transformer New Developments 22514 Meters 22515 Meter Testing Equipment 22516 Security Lights 22517 LED Street Light Conversion 22518 Reconductor Feeder 16 22519 Reconductor Feeder 16 Electric Distribution Total Total Materials Labor Budete,d Actual Difference 2,498,433.83 2,498,433.83 - 829,812.43 829,812.43 150,000.00 150,000.00 5,902.50 (144,097.50) 878.35 878.35 - 135,876.28 135,876.28 15,000.00 - 15,000.00 - (15,000.00) 10,000.00 - 10,000.00 - (10,000.00) 110,000.00 - 110,000.00 - (110,000.00) 75,000.00 - 75,000.00 8,088.23 (66,911.77) - - - 3,360.44 3,360.44 18,000.00 65,000.00 83,000.00 42,810.35 (40,189.65) - - - 3,499.11 3,499.11 60,000.00 15,000.00 75,000.00 9,725.92 (65,274.08) - - - 3,269.24 3,269.24 - - - 1,102.67 1,102.67 50,000.00 15,000.00 65,000.00 2,512.58 (62,487.42) 60,000.00 15,000.00 75,000.00 456.27 (74,543.73) 36,060.00 - 36,000.00 57,060.00 21,060.00 30,000.00 - 30,000.00 - (30,000.00) - - - 470.25 470.25 175,000.00 35,000.00 210,000.00 19,123.50 (190,876.50) - - - 17,808.13 17,808.13 32,463.52 (32,463.52) $ 789,000.00 $ 145,000.00 $ 934 000.00 $ 3,672,653.60 , 2,738,653 60 Administrative Total Total Work Order Description Budgeted Actual Difference 52303 Replace 226 2012 Dodge RAM 1500 - 57 374.57 (57,374.57) 52501 Replace 451 Welding Truck _ - 52502 Genie AWP 25S DC Manual Lift 11,102.00 (11,102.00) $ - $ 68,476.57 $ 68,476.57 Work Order Description 62501 Transmitter Calibration Equipment 62502 Misc Developments & System Improvements 62503 City Projects 62504 Improvements to Regulator Stations 62505 Service Lines 62506 Meters, AMI, and All Fittings 62507 Residential Regulators 62508 Industrial Metering and Regulation 62509 Edmonton Development 62510 School Road River Crossing 5 Natural Gas Total Total Materials Labor Bud a ted Actual Difference 8,500.00 - 8,500.00 1,822.66 (6,677.34) 25,000.00 5,000.00 30,000.00 24,786.10 (5,213.90) 7,000.00 2,000.00 9,000.00 22,353.87 13,353.87 20,000.00 3,500.00 23,500.00 283.02 (23,216.98) 57,000.00 15,000.00 72,000.00 21,481.47 (50,518.53) 250,000.00 10,000.00 260,000.00 3,824.11 (256,175.89) 25,000.00 3,500.00 28,500.00 490.90 (28,009.10) - - - 52.65 52.65 - 55,964.98 55,964.98 $ 392,500.00 $ 39,000.00 $ 431,500.00 $ 131,059.76 $ (300,440.24) HUTCHINSON UTILITIES COMMISSION Board Action Form �rre tit' Agenda Item: Review Policies Presenter: Angie Radke Agenda Item Type: Time Requested (Minutes): 5 Review Policies Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: As part of HUC's standard operating procedures, a continual policy review is practiced. This month, the following policies were reviewed and no changes are recommended on these policies at this time: i. Electric Service Requirements & Charges ii. Temporary Service- Electric iii. Temporary Service in Case of Underground Failure iv. Electric Meter Placement v. Sealing of Meters — Electric vi. Meter Testing - Electric vii. Right -of -Way Clearing viii. Tree Removal of Trimming ix. Locating Customer's Underground Utilities — Electric BOARD ACTION REQUESTED: None Fiscal Impact: Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: SERVICE POLICIES - ELECTRIC Electric Service Requirements and Charges HUC will require a 24-hour notice, a copy of the State Board of Electricity Certificate of Inspection, and an established account prior to installing a meter and making the final connection. HUC shall not install any facilities until all affected properties are within 6 inches of final grade. Installation of Any Electric Services — November 1 Through March 31 The final determination on installation of electric services shall be made by HUC. New Single -Family Dwelling — Service Size: 200 Amperes or less Single-family dwelling customers will be 240/120 volt single-phase service. HUC shall furnish and install the underground conductors to serve the single-family home with a one-year warranty after installation date. The underground service is the property of the homeowner at date of installation. (4/0-2/0-4/0 URD): Minimum $300.00 Installation Charge up to 100 ft.; additional $2.00/ft. in excess of 100 ft. The customer or their contractor shall provide and install a 200A, ringless meter socket with lever bypass (See meter requirement/placement section). New Single -Family Dwelling — Service Size: Greater than 200 Amperes Single-family dwelling customers will be 240/120 volt single-phase service. Current transformer metering is required. HUC shall furnish the current transformers, meter socket and meter (See meter requirement/placement section). The customer or their contractor shall provide the current transformer housing and facilities, install the current transformers, mount the meter socket and provide an empty 1-'/4 inch conduit to the meter socket. HUC shall install the meter wiring and meter. No current transformer metering will be allowed in the power transformer secondary compartment. Bar type current transformers will be used. Provisions for voltage connections for the meter must also be provided. The customer will be responsible for installing the service to the utility transformer or pedestal location. HUC will be responsible to make all secondary connections in the transformer. Transformer secondary connections will be limited to a maximum of four conductors per phase with a maximum size of 750 MCM per conductor. If additional conductors are required per phase, the owner or contractor must provide an approved secondary transition cabinet. HUC's Electric Division may be contacted for further details. New Multi-Familv Dwellina. Commercial. or Industrial The customer will be responsible for installing the service to the utility transformer or pedestal location. For any services that require current transformer metering, the customer will be responsible to install the conductor from the metering cabinet to the transformer. For any three-phase services, the customer shall furnish the transformer pad and ground grid. The transformer location shall be determined by HUC. HUC will provide the following voltages: 120/208 volts three phase, not to exceed 3,000 amperes without prior approval. 277/480 volts three phase, not to exceed 3,000 amperes without prior approval. 7,970/13,800 volts three phase, with prior arrangements with HUC. HUC will be responsible to make all secondary connections in the transformer. Transformer secondary connections will be limited to a maximum of four conductors per phase with a maximum size of 750 MCM per conductor. If additional conductors are required per phase, the owner or contractor must provide an approved secondary transition cabinet. HUC's Electric Division may be contacted for further details. On services greater than 200 amperes at 240/120volts, current transformer metering is required. HUC shall furnish the current transformers, meter socket and meter. The customer or their contractor shall provide the current transformer housing and facilities, install the current transformers, mount the meter socket and provide an empty 1-'/4 inch conduit to the meter socket. HUC shall install the meter wiring and meter. No current transformer metering will be allowed in the power transformer secondary compartment. Any service greater than 240 volts, shall require current transformer metering. Bar type current transformers will be used. Provisions for voltage connections for the meter must also be provided. Approved multi -family dwelling meter stacks will be provided by the customer or their contractor. Primary metering at 7,970/13,800 volts will be by special arrangement and approval of HUC. Temporary Service For temporary service, please contact HUC's Customer Service Department. HUC shall bill the customer or their contractor for all related expenses. Temporary Service in Case of Underground Failure When an underground service fails, HUC will furnish a temporary service to the customer at no charge. The customer will have ten working days to repair or replace the service. In the event the work can't be completed within ten working days the customer may contact HUC to perform the required maintenance at HUC's current time and material rates. If after ten working days, the required maintenance has not been completed or the customer has not contacted HUC to make arrangements to have the service repaired, HUC will remove the temporary service. In the event of frost, the customer will need to contact HUC to make arrangements to have the repair done at a later date. Electric Meter Placement HUC reserves the right to specify the electric meter location on all installations. Electric service lines and meter housing are the property of the home/business owner. No customer owned device or equipment is allowed to be connected to the meter socket. Meters may be relocated to a location agreed upon by HUC and the customer (or location approved by HUC.). The customer will be responsible for all costs involved in relocating these facilities. All meters must be located on an external wall. New construction electric meters must be located within 10 feet of the natural gas meter if HUC is providing both services. Electric meters shall be accessible at all times for disconnection, examination, reading, replacement or necessary maintenance. Electric meters not accessible are subject to disconnection and will need to be moved to a location approved by HUC, at the home/business owner's expense. HUC requires a minimum of a 3-foot clear zone in front of the electric meter. Reasonable care must be taken to protect all metering facilities when remodeling, residing, roofing, painting, etc. In the event of damage to the electric facilities, the customer shall be responsible for the cost of repairing or replacing the electric facilities. Conditions may exist which may require other restrictions or distances (e.g. multiple meters or commercial/industrial). Any exceptions require the approval of HUC prior to the start of construction. If violations or deviations are determined, the customer will be responsible for the cost of the correction. Single Family Dwellings All residential electric metering facilities shall be located on the side of the home within 6 feet of the front building wall and 60 inches from finished grade. Front building wall is defined as the wall nearest the street of the resident's living space. Multi -Family Dwellings/Multiple Business Establishments All HUC electric meters must be located on the exterior wall of the building. Individual metering is required for each single-family private residence contained in a multi -family dwelling and each separately owned and/or operated business. In addition, if required, a "house meter" shall also be installed in these establishments. Commercial or Industrial All commercial and industrial electric meters must be located outside. If remodeling is done on the premises, which would cause the meter to be located inside, the owner, at owner's expense, must relocate the meter to the outside to a location agreed upon (or approved by) by HUC. Sealing of Meters Electric meters and current transformer housings, which have been sealed by HUC, shall not be broken or tampered with without the consent of HUC except in emergency cases. HUC shall be notified immediately after a seal has been broken. If HUC is not notified and HUC personnel discover a broken seal, a $10 broken seal charge may be assessed to the customer. Seals will be assigned to each meter/account by color according to the following: Gray Seal Regular Account Red Seal Meter Disconnected for Non -Payment Blue Seal Meter Disconnected by Customer Request Yellow Seal Life Support Equipment Meter Testing HUC will test all meters periodically for accuracy and mechanical condition. All electric meters must be accurate to within 2%, plus or minus, at full and light load. Upon request of the customer, HUC will test the accuracy of an electric meter. If the meter is found to be registering more than 2% fast, there will be no testing charge to the customer. If the meter is found to be accurate within the 2% limit, a $40 trip charge will be billed to the customer. HUC has the right to place special meters on the premises of a customer for the purpose of testing all or part of the customer's load at no expense to the customer. Right -of -Way Clearing HUC shall maintain right-of-way clearance on all overhead and underground facilities. Tree Removal or Trimming Tree removal or trimming for other than right-of-way clearance is the responsibility of the property owner. Please notify HUC with any questions concerning tree removal or trimming. Any repair of damage to the HUC electrical distribution system caused by tree removal or trimming, by the property owner or their representatives will be billed to the property owner. Locating Customer's Underground Utilities HUC will locate all underground electric distribution and transmission facilities up to the meter at no charge to the customer or landowner. HUTCHINSON UTILITIES COMMISSION Board Action Form �rre tit' Agenda Item: Approve Policy Changes Presenter: Angie Radke Agenda Item Type: Time Requested (Minutes): 5 Changes to Policies Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: As part of HUC's standard operating procedures, a continual policy review is practiced. The following revisions to the policies below are recommended. i. Security Light Rental — Rate to Furnish and Maintain Fixture ii. Rate Schedule — Electric iii. Rate Schedule — Natural Gas BOARD ACTION REQUESTED: Approve Policy Changes Fiscal Impact: Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: ELECTRIC Security Light Rental — Rate to Furnish and Maintain Fixture HIGH PRESSURE SODIUM: Monthly Monthly Lamp Size Charge Lamp Size Charge 70 watt LED metered $3..2.3...42 70 watt LED unmetered $7.64-99 Lights will be dusk to dawn type with photo control and will be installed on existing pole in the area. If a new pole is needed, customer will pay for the pole and installation. All new installations will be High Pressure Sodium. All rates subject to power cost adjustment. Rate Schedule Electric Residential Service Code 10 —Available for domestic purposes only, in a single or multiple residence. All newly connected multiple dwelling units shall have one meter per unit, and a house meter. Energy charge: 5.42.. .y4.y cents per KWH Meter ...11Moinlhi ly CUsloimeir charge: $17.4 2y Ilger irneter Electric Small General Service Code 30 — Applicable to any customer for single or three phase electric service with less than 50 KW demand supplied through one meter at the secondary voltage at that location. At any time the customer demand reaches 50 kilowatts for three consecutive months, the customer will be removed from the Electric Small General Service rate and billed under Electric Large General Service rate. Energy charge: First 2000 KWH per month --- 9.504780 cents per KWH Over 2000 KWH per month --- 8.534784 cents per KWH Monthly Customer Charge: $2472-448,50 Electric Large General Service Code 40 Code 41 — Applicable to any customer for combined power and lighting with a minimum demand of 50 kilowatts for single or three phase electric service supplied through one meter at the secondary voltage at that location. If demand drops below 50 kilowatts for 12 consecutive months, the customer will be removed from Electric Large General Service rate and billed under Electric Small General Service. Demand charge: $11.50 per KW Energy charge: 5.8..4...232 cents per KWH Monthly Customer Charge $1314952.30 Minimum monthly charge: 75% of the maximum demand charge —the maximum demand is the customer's peak usage over the previous 12 months. SERVICE AT PRIMARY VOLTAGE: Customer owns/maintains facilities, and service provided at primary voltage — a 5% discount will be applied to the energy charge. This adjustment includes a discount for primary metering. HUC owns/maintains facilities, and service provided at primary voltage — a 2% discount will be applied to the energy charge. POWER FACTOR PENALTY: A power factor penalty will apply if the customers measured power factor drops below .94. Large Industrial Service Code 50 and 51 — Applicable to any customer for combined power and lighting with a minimum demand over 4000 KW during any one month in a 12 month period. Service will be delivered at the primary voltage available at the customer's property line. The customer will own and maintain all electrical facilities on the customer's side of the metering transformer. Demand Charge: Energy Charge: Monthly Customer Charge $12.0050 per KVA 5.395 445 cents per KWH Power Cost Adjustment - Power cost adjustment is based on the combined costs of purchased power from outside suppliers, fuel (natural gas and fuel oil), and unrecovered or excess revenues from previous month. Computations of power adjustments shall be made monthly. The resultant adjustment, if any, shall be applicable for the month. NATURAL GAS Rate Schedule Residential Code 60 — Available to any customer who uses less than 70 MCF of gas per day. Gas lyrrmi odily l hairrye II lirRxirryy........ . .- : $7.21000 per MCF, or $.007 100 per CF Meter ...11 oinllh° ly CU loimeir Charge: $17.31 0 Il xir ureter Commercial Gas Code 65 — Available to any customer who uses less than 200 MCF of gas per day. Gas Comimodily Chairge dll .1R.x.1r3.y.....cdhx.ir. : $7. 1447per MCF, $.00 " 1447 per CF Meter ...11Moin[hi ly CUs[oimeir charge: $ " ". 100y Il xir ureter Large Industrial Gas Code 89 Code 91 — Available to all customers who use in excess of 200 MCF of gas per day. The demand level shall be based on the maximum daily volume (MCF per day) of natural gas delivered to the customer per month. 4 cr1llfly Demand Charge per (Max DaiIly III II:: III rhm o in Ilia ) -II---c l I xi ire $8.00 per MCF Monthly Customer Charge: $3 .- .00 I rixr Thar, .: Gas Commodity Charge C4 . $7.5450 per MCF, or $.0075450 per CF Minimum Monthly Charge: The demand charge for month. Fuel Cost Adjustment — Fuel cost adjustment is based on the combined cost of purchased gas and unrecovered or excess revenues from previous month. Computations of fuel adjustment shall be made monthly. The resulting adjustment, if any, shall be applicable for the month. All rates are subject to fuel cost adjustment. HUTCHINSON UTILITIES COMMISSION ^I'�xP61Tti'°" Board Action Form Agenda Item: Approve Amendment #1 to the Heartland Corn Firm Transporation Agreement Presenter: Jeremy Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Hutchinson Utilities Commission entered into a Natural Gas Firm Transportation Capacity Agreement with Heartland Corn Products (HCP) on November 1, 2023 to provide firm transportation capacity in the amount of 12,300 Dth/day. HCP also entered into a Firm Capacity Reservation agreement on December 20, 2023 to earmark an additional 4,700 Dth/day of capacity to account for future growth and natural gas needs in their operations. At this time, HCP is requesting to convert 400 Dth/day from the reservation agreement to the firm transportation agreement in addition to extending the reservation agreement an additional 2 years. This will bring the firm transportation agreement to 12,700 Dth/day of firm capacity on the pipeline. BOARD ACTION REQUESTED: Approve Amendment #1 Fiscal Impact: + $29,280 Included in current budget: No Budget Change: No PROJECT SECTION: Total Project Cost: Remaining Cost: NOVEMBER 1, 2023 NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT HEARTLAND COR�",J PR(DD-l-Jc-'Fs5 JOHN WEBSTER HUTCHINSON UTILITIES 225 MICHIGAN ST SE HUTCHINSON, MN 55350 NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT HIS NA I"'URAL � GAS FIRM I RANSIPORTA. 1"ION CAPACITY AGREEMEP41 CAC REEMEN r") IS IMADE AND ENTERED IN"'ro ON HIS 1st DAY OF ....................................... NoVEMBER, 2023, TO BE ElFFE(,_1 I IVE AS OF THE 1 s"r DAY OF E.)ECEMBER, 2023, BYAND BETWEEN HEARTLAND CORN 1::::'R0DUCT`S ("HCP") wi rH 0FFI(:-,ES LOCATED AT 53391 STA I E HIGHWAY'll 9, Pos"r OFFICE Box A, WINTI IROP, MINNES01 A, E552",96 AND I IUTCHINSON. UTILI I IES COMMISSION (1 iU"'I C1 1INSON") A MINNESOTA. MUNICIPAL U"T ILrrY LOCATED XT 225 MICHIGAN Sr. SE, I fl-I rCHINISO4, MINNES(DIA., 55350. 1• 1CP AND I [UTCHINSON S1 [AU I 1EIREINAF-1 ER S01I 'I 'TIMES �1:3E REFERRED TO SEPARATELY AS "PAR I Y"OR JOINTI YAS "PARTIES." WITNESSETH: WI IERIEAS, I 1CP DESIRES 1 0 CON'] RAcr VVI I H I 1U FC1 IINSON F011 1E 1:::'ROVISION OF L0NG,.rrET:?M FII. MTRANSPORTA nON CAPACITY BY I IU'TCI IINSONTO HCP; WHEREAS, 11 turci nNSON HASTi 1E CAPABIII FrY TO 1:::'ROVIDE FICP WITI I I ONGTERM FIRM "I RANSPOR"I'ArioN CAPACII NOW 11 fEREFORE, IN CONSIDERATIIoNi OFT11 IE l:::'RlEMiS ES AND mu ri )AIL COVENANTS ANID CONDITIONS CONTAINED INTI uS AGI-�EEMEINT, HUTC1 iINSON AND I ICIP AGI::?EE AS IF 11. CIIIJARACTER. OF SERVICE". A. FIRIIA I`qA"nJRAL GAS 1"'RANSPIOR"I A I ION SERVICE --- 1 111 J`TC1 IINSON SI [All..J , PR Nall "I Of 1CP FIRM NA"I'UIRAII GAS TRANSPORTATION CAPACITY W1 THE AMOIJINTOF 12,300 D"n i PER DIAY'F'011::R 365 DAY, PER YEAR, COMMENCING ON "1 11 IE IS I DAY OF DECEMBER, 2023, AND CON I INIJING F011::? AN INi nAL 1:::`ERIOD OF 20 YEARS,' rHROUGI ITHE 11 Asr [)AY oii:::° NOVEMBI:.:�:R, 1EAR111 A14D CORN PROIDUC I S,rRANSP(".)RI-ArION AG.REEDVIENF NOVIEWBER 1. 2023 2043, UNDER THE RATES, TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. THIS SERVICE SHALL ALWAYS BE AVAILABLE TO HCP UNLESS CURTAILED OR INTERRUPTED PURSUANT TO THE TERMS OF THIS AGREEMENT. THIS SERVICE MAY NOT BE CURTAILED OR INTERRUPTED EXCEPT PURSUANT TO THE TERMS OF THIS AGREEMENT. B. SOLE OBLIGATION TO PROVIDE FIRM TRANSPORTATION, CAPACITY - HUTCHINSON'S SOLE OBLIGATION UNDER THIS AGREEMENT IS TO PROVIDE FIRM CAPACITY TO HCP OVER WHICH HCP MAY TRANSPORT NATURAL GAS SUPPLIES PURCHASED FROM AN INDEPENDENT 3RD PARTY SUPPLIER. 2. AVAILABILITY AND CONDITIONS. A. GENERALLY - FIRM TRANSPORTATION SERVICE UNDER THIS AGREEMENT SHALL BE AVAILABLE TO HCP UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUCH CAPACITY, UP TO THE MAXIMUM DAILY QUANTITY (MDQ) OF 12,300 DTH PER DAY, SHALL ALWAYS BE AVAILABLE TO HCP UNLESS SUCH CAPACITY IS CURTAILED OR INTERRUPTED PURSUANT TO THE TERMS OF THIS AGREEMENT. THIS SERVICE MAY NOT BE CURTAILED OR INTERRUPTED EXCEPT PURSUANT TO THE TERMS OF THIS AGREEMENT. B. NATURALGASSTANDARDS - GAS SUPPLIES TRANSPORTED BY HCP UNDER THE TERMS OF THIS AGREEMENT SHALL MEET THE STANDARDS REASONABLY SPECIFIED BY HUTCHINSON FROM TIME TO TIME. THE GAS SUPPLY STANDARDS SHALL BE IDENTICAL TO THE STANDARDS IMPOSED ON HUTCHINSON BY ITS INTERSTATE NATURAL GAS PIPELINE TRANSPORTER, NORTHERN BORDER PIPELINE COMPANY. C. METERING -- TO BE DETERMINED. D. CONTACT -PERSONS HCP SHALL SUPPLY TO HUTCHINSON THE NAME, BUSINESS ADDRESS, A PRIMARY AND SECONDARY CONTACT PERSON, TELEPHONE NUMBERS FOR THE PRIMARY AND SECONDARY CONTACT PERSON, AND A TWENTY -FOUR-HOUR EMERGENCY TELEPHONE NUMBER. 2. HUTCHINSON SHALL SUPPLY TO HCP THE NAME, BUSINESS ADDRESS, A PRIMARY AND SECONDARY HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 CON'TAC I PERSON, TELEPI IONE NUMBERS FOR "I'l IE PRIMARY AN[ SECONDARY CONTACT PERSON, AND ATWEN I*YF0URH0UR EMERGEN(..,Y TEI EM IONE NII IMBER.. E. Q0MPLR A,t,,,lCE.lWlTH AGREEMENT -, SERVICE RJNDER,rHIS AGREEMEN I'St-U.-ki L Nar COMMENCE UNTIL BoTH PAR nES HAVE FULLY EXECt ITED n iis A.GREEMEr,4 r AND COMPLiED WITI-1 ALL RELEVAN'"I" REQUIREMENTS C01'JTAINED I iEREIN. F, RECEIP 1" POW'r - A'. rTACHMENT A I HIS AGREEMENT SETS FOR FI I rf-fE RECEIP I POINT FOR RECEIP I" OF" NATURAL GAS FROM I ICP To HLJ,rcll IINSON, Ev. DELIVERY Pur,crs,- AT7ACHMEN r* A `1`0 Ti fls AGREEMEN.r SETS FOR m 111E DEI ]VERY Pomcr(S) FOR DELk(EI?Y OF NA T`UJ?AL GAS MRom H1.1"TCHINSONTo I ICR H. CON rRA.Q'TQFfAj�iQES - f K]TCHINSON HASTHE MGi-i vro MODIFY'n nS AGREEMENT DUE TO CI 1ANGE"'S IMP( )SED BY 31RD PAR'rYENTITIES. I HE INITIAL "TERM FOR SERVICE UNDER THIS AGREEMENT is TwuN rry (20) YEARS., HCP i\4USl NO I IFY 1-1UTCHINSON IRITING Six (6) MONTHS PMOR T"OTHE EX.PIRA'nop4 OF" T� IE rERM IF I ICP DESIRESTO CC N'ripqUE SERVICE UV'14DER TI lls AGREEMENT, IF I l(_'P HAS COMPI IED WIT[ I Al I , "TERMS OF mls AGRIEEMEPtr, AND HAS NO ourSTANDING ARREARAGES, HCP mi_�Y, UPON WW"I'l EN NO ["ICE PROVIDED "ro HUTCHINSON Six (6) MON n is PRIOR To "ll IE EXMRA" rION OFTHE CURRENT"TERM, EXTEND 11 [IS AGRll::XfAE?q rFOR A MUTUALLY AGREED - UPON PERIOD,. IF A "TERM FOR 'n IE EXTENSION CAV'401 BE AGREED UPON BY FICIP AND I lu"Tu u�isON, "I HE PAR I RE AGREE'rO A. MIP41MUM I`ERM OF ONE (1) YEAR,, IFESUCH'Ti MELY No"m E IS NOT PROVIDED BY I ICP, I luro nisa,4. is NOT OBLGATED'm RENEW SERVICE FOR I lCP. REI:::llRESENT" A'flVES OF I D rct 1INS(..'N, AND HCP SHAI L MEET APPROXIMA"T ELY FOUR (4) MONTHS PRIOR' ron.. i iE lil XPIRATI.ON DATE OF "THE INRlAL I"ERM OFn uS AGREEMENTTO DISCUSS FUTURE OPERA"TIONS. 4. RX"I"ES. .............................. A. RATES FOR SERVICE rH.E FOI I OWING C11ARE:�ES St fAi J APPI Y I HE FIRM 'rRA.NSP0i:? ri.-k-noN. CAPACIlYTO BE PROVIDED To HC P BY I 1UTCHINSOM: �IEAIRTLANIID COFRIN li::'R(,:)DUCTS'rl:R44.NSPOII:�.rA.,A[ION AGIREEMEW 11, 2023 3 RESERVATION CHARGE. RESERVATION CHARGE, PER DTH OF MDQ - $6.1 O/DTH PER MONTH, ($0.20/DTH/DAY) MONTH IS DEFINED AS BEING 30.5 DAYS IN LENGTH. 2. TRANSPORTATION CHARGE. TRANSPORTATION CHARGE, PER DTH, ALL USAGE DURING A MONTH - $0.00 HUTCHINSON UTILITIES SHALL RESERVE THE RIGHT TO REVIEW AND MODIFY ANY AND ALL FEES IN THIS AGREEMENT IN OCTOBER 2028, AND EACH 5 YEARS THEREAFTER, TO BE EFFECTIVE IN DECEMBER OF THAT YEAR, DUE TO CHANGES IN HUTCHINSON'S TRANSMISSION LINE RATES. B. THIRD PARTY CHARGES. HCP IS RESPONSIBLE FOR ALL CHARGES IMPOSED BY A SUPPLIER, BROKER, MARKETER, OR ANY OTHER THIRD PARTY FOR ANY SERVICE THAT IS PROVIDED TO, OR ON BEHALF OF, HCP BY ANY OF THESE ENTITIES. THESE CHARGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF GAS, RESERVATION CHARGES, ADMINISTRATIVE FEES, BILLING FEES, MINIMUM TAKE CHARGES, AND ANY AND ALL OTHER TYPES OF CHARGES FROM ANY SUCH ENTITY. C. PENALTIES. HCP SHALL PAY ANY FINES, ADDITIONAL AMOUNTS, OR PENALTIES IMPOSED UNDER THE TERMS OF THIS AGREEMENT. 5. BILLING AND PAYMENT. A. BILLING - RESERVATION INVOICE WILL BE RENDERED TO HCP OR ITS AGENT BY THE FIFTEENTH DAY OF THE MONTH PRECEDING THE MONTH IN WHICH SERVICE IS RENDERED BY HUTCHINSON. REMAINING BILLS WILL BE RENDERED TO HCP OR ITS AGENT BY THE FIFTEENTH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH SERVICE IS RENDERED BY HUTCHINSON. HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT 4 NOVEMBER 1, 2023 B. PAYMEN r - PAYMENT IS DUE F'Rom HCP ON OR BEF(".)RE'rHE Fff:,'TEEN I I I DAY F01 I .0WINGTHE DATETHE BILI IS ISSUED IBA' I lu'rcmNSON. A LA r'E PAY MENTCHARGE OF ONE AND ONE- HALF PERCENTPEI? MONTI 1, OR I -I IE LEGALLY AUl"I I JORIZED MAXIMI,..JM IN,rEREST RATE, WI IICI [EVER IS LOWER, SI IALL BE LEVIED ON ANY UJNI::::WD BAII ANCES. (."l. PIPEll tNE,.,c.;QPPl IER, AND ru-[RlQ-P..AR",ry,.QJ [AIRGES ..- ANY' Cl IARGES Wl I ICH I lu rciiINSON REASONABLY INCURS ON ll:::: yr �El--IALFOFI ICP FI::?0M AN PlIPELINE, SUPPLIER, OR O'"T I IER n iIRD PAR"T'Y, SHALL BE PAS SEDTHROIJGHT0, AND PAID IN FULI . BY, I lCP.. I ILITCHINSON SHAI L PROVIDETO I 1cp IN WRITING FULL DETAILS CONCERNING ANY SUCI f Cl IARGES. D. GOOD FAITH I )!Sf-::�UTE --- IF HCP, IN GOOD FAITI 1, E)fST::,,uTES THE AMO( INTOF AINY INVOICE RENDERED BY lUTCl IINSON, OR A➢' yr PAR I` I I ]EREOF, HCP SHAL1[PAY Tf IE F'ULI , AMOuN`r Ofz"rHE INVOICE. I.......] U'➢"CHUNSON SI [AUJ 1::'ROMPI-LY PROVIDE IN WRITING To HCP SUT::'I:::'OR'TlNG DOCL..)MENTAT'JON A(."ICERT-ABLE IN INDUST"RY PRAcriCET'0 SUT:::IPOR r I I IE AMOUNI INVOICED, AND I ICP ST IALL PROmPTLY PROVIDE'ro I IUTCHINSON IN WRITING Tf IE BASIS FOR ANY DISPUTE, INCI UDING SUPPOR I"ING DOCUMEN f"A"I ION ACCEI-'--'-ITABLE IN INDUs'rRY PRAC"N'ICE. INTI IE EVENT THE PARTIES AIRE UNABI ET0 RESOLVE SUCT I DISPUTE, EITIiER Plkffl"Y MAY PURSUE ANY REMEDY AVAILABLE A"I'LAW OR IN EQUI'I`Y TO ENFORCE I I S RIGHTS PURSI JANT TO TI IIS PROVISION. E. RIGHT TO I NSPECT -, A. PARTY SI [ALL I IAVE-rHE RIGi rr, AT ITS .... . ........... OWN EXPENSE, UPON REASONABLE NoTiCE AND xr REASONABI E I IMES, TO EXAMINE AN113 Al Jll'DrrAND TO OBTAIN COT:::IIES OFTHE RELEVANT' POR,rION OFTi tE BOOKS, RECORDS, AND I EL,EPHONE RECORDINGS OF n IE OTI IER PARTY (','.)NLY'ro I HE 00"EN1 NEE SE ONABI Y NECESSARY To VERIFY ri-iE ACCURACY GCE" ANY S I-ATEMENT, CI IIARGE, PAY -MEN r, OR compurATION MADEUNDER I -HIS AGREEMENT. FI IIS RIGI IT TO EXAMINE, AUDIT, ANI TO OBTAIN COPIES St IALL NOT BE AVAILABLE WITI I RESPEcrro 1:::'ROPRIETARY INFORMA110N NOT DIRECTLY RELEVAN"I''Tc.)TRANSACTIONS UNDER n tis AGREEMEN I F., FENAI I IN- Al-I.INVOICES AND BILI.-INGS SHALI BE CONCLUSIVELY T:::IRESUMED FINAL AND ACCURKI'E AND ALL ASSOCIATED Cl AIMS FOR UNDER- OR OVERPAYMENTS Sl IALL BE DEEMED WAIVED UNLESS SUCI I INVOICES OR BILLINGS ARE OBJECTED TO, IN WRITING, WI 1 1-1 ADEQUAl E EXPLANK'I ION HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 202$ 5 AND/OR DOCUMENTATION, WITHIN TWO YEARS AFTER THE INITIAL BILLING DATE FOR THE INVOICE OR BILL IN DISPUTE. 6. CONDITIONS OF SERVICE. A. FIRM CAPACITY REOUIREME,NT - HUTCHINSON HEREBY CERTIFIES THAT IT HAS SUFFICIENT FIRM TRANSPORTATION CAPACITY TO PROVIDE THE AMOUNT OF FIRM TRANSPORTATION SERVICE TO HCP PURSUANT TO THE TERMS OF THIS AGREEMENT FOR THE TERM OF THIS AGREEMENT. B. EFFECT OF FAILURE TO PROVIDE GAS SUPPLIES HCP AGREES TO IMMEDIATELY CURTAIL ITS DELIVERIES AT HUTCHINSON's DELIVERY POINT UNDER THIS AGREEMENT WHEN HCP'S GAS SUPPLIES ARE NOT RECEIVED INTO HUTCHINSON'S RECEIPT POINT, UNLESS THE PARTIES AGREE OTHERWISE IN WRITING. 2. HCP SHALL INDEMNIFY, DEFEND AND HOLD HUTCHINSON HARMLESS FOR ANY DAMAGES CAUSED BY HCP'S FAILURE TO DELIVER, OR TO HAVE DELIVERED ON ITS BEHALF, SUPPLIES AT HUTCHINSON's RECEIPT POINT FOR TRANSPORTATION OVER HUTCHINSON's SYSTEM. 7. OPERATIONAL REQUIREMENTS. A. BTU ADJUSTMENT -- THE QUANTITY OF GAS RECEIVED BY HUTCHINSON AT HUTCHINSON's RECEIPT POINT, FROM HCP, AND THE QUANTITY OF GAS DELIVERED TO HCP BY HUTCHINSON, AT HUTCHINSON's DELIVERY POINT, SHALL BE THERMALLY BALANCED. BILLED VOLUMES MAY BE ADJUSTED WHEN THE BTU CONTENT OF HCP'S GAS VARIES FROM 1,000 BTUS PER CUBIC FOOT. B. GAS QUALITY - GAS RECEIVED BY HUTCHINSON, AT HUTCHINSON's RECEIPT POINT, ON BEHALF OF HCP, SHALL BE COMMERCIALLY CLEAN AND MERCHANTABLE. SUCH GAS SHALL BE COMPARABLE IN QUALITY TO AND INTERCHANGEABLE WITH GAS PURCHASED BY HUTCHINSON. HUTCHINSON RESERVES THE RIGHT TO REFUSE TO ACCEPT GAS THAT DOES NOT MEET HUTCHINSON's QUALITY SPECIFICATIONS AS SPECIFIED IN THIS AGREEMENT. HEARTLAND CORN PRODUCTs TRANspoRTATION C., METEI::?ING 1 0 BE DETERMINED, D.. RESPONSIBIl[ JTY FOR FRANSPORrING GAS SQ.11:::l..Pll I E.Sl - HUTCHINSG* N SI IALI . HAVE n IE SOLE RESPONSIBILrrY FOR TRANSPORTING NArURAL GAS SUPPLIES 1 0 1 1 IF DELIVERY' Par,4 I (S). HCPSHALLHAVETHES01 E RESPONSIBILIly FOR TRANSPORTING NKI'IJRAI � GAS FRoim rl 1E DELIVERY POIN""I (S). 8. AGENTS, ADESIGNATION OF AGENTS HCP MAY DESIGNArE AN AGENT FOR NOMINATING AND SCI IEDULING VOLUMES FOR TRANSPORTAXION ON I li..i,rcifiNS(,:,)N'SSYS"T"'EM., I ICP St I.ALL NOTIT::'Y I It JTCI IINSON IN WRITING AT LEAST FiNTEEN (15.) BUSINESS DAYS PRIOR To'n IE FIRSTDAY OFTI IE MON T"I I IN WHI(.",l I St ICI I SERVK.lES WILI BE UTILIZEDTI lAl A r IIRD PAR'T`Y I [AS BE EN DESIGNA I'ED AS HICP'S AGENT AND St IALI ACT AS AGENT FOR I ICP FOR PURPOSES OF NOMINK1 IONS, BILLING, AND/OR 0 I"IfER FUNcriONS AS SPECIFIED BY I lCP. IF I ICP U I ILIZES AN AGENT FOR ANY Of? ALL OF TI IESE f::-lUf:?P0SES, I ICP AGREESTFIAr INFORMAT'IONTO BE SUPPLIED BY I W"'T'"Cl IINSON TO I ICI::::'MAY BE SUPPLIED ONLY . ....➢f"O TI IE AGEN"J" AND Il IA ir INf:,'0RMA rION SUPPLIED BYTHE AGENT TO I 1UTC1 IINSON SHAI i BE RO [ED UPON BY I lU I CI IINSON AS IF' T:::lR0VIDED BY HCP. I lUTCl 111114SON SHALL BE I IELD HARMLESS FOR ANY ERRORS BE rWEEN I ICP AND SAID AGENT. SIXA I DESIGNATION SI IAL.1 REMAIN IN EFFECT U14TIL I ICP NOTIF]ES I W"'T"CHINSON IN WRIl ING n [Al 11 IE 1:::IREVIOUSLY DESIGNAl ED AGEN'r is NO IL ONGER ITS AGM\4'r, B. INFORIAArION REQUIRED,-— I ICP SHALI..., PROVIDE"'I HE FOLL(_`)WING INFORMA'11ONTO I furCHINSON CON( ' XRrJ.ING EAC'.3 I AGENTLISED BY I ICP FOR ANY F'URPOSE' I , NAME AND ADDRESS OF'rHE AGEN I OR AGEN I S", 2. F::'RIfAAll:RY'AND SECONDARY CON l"Ac r T:::'E-.RSONS FOR"'T"HE AGEN"'r OR AGENTS-, 3. TELEPI IONE AND E-MAIL ADDRII:::� . :SSES FOR PMMARY AND SECONDARY CON rAC I T:::�ERSONS FORTHE AGENTGAR AGEN rsND 4 . .... rWI N rY FOUR..HOt JR I El EPH(. )NE NUMIBER FOR WEEKENDS AND I IOLIDAYf-..-'� FORTI-1E AGENT OR AGENTS. HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 7 C. HCP TO REMAIN LIABLE - HCP MAY ELECT TO HAVE ITS BILL FOR SERVICES UNDER THIS AGREEMENT SENT DIRECTLY TO ITS AGENT. HOWEVER, IF HCP SELECTS THIS OPTION, HCP REMAINS FULLY LIABLE FOR ANY BILL RENDERED BY HUTCHINSON. ALL DEADLINES SET FORTH IN THIS AGREEMENT SHALL CONTINUE TO APPLY, REGARDLESS OF WHETHER HUTCHINSON's BILL IS SENT DIRECTLY TO HCP OR TO HCP'S DESIGNATED AGENT. 9, NOMINATIONS AND SCHEDULING. A. FIRST OF THE MONTH NOMINATIONS - BY 7:00 A.M. CENTRAL CLOCK TIME ("C.C.T."), AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE FIRST OF EACH MONTH HCP OR ITS DESIGNATED AGENT SHALL PROVIDE HUTCHINSON A WRITTEN ESTIMATE OF HCP'S DAILY FIRM TRANSPORTATION CAPACITY REQUIREMENTS AND TOTAL MONTHLY REQUIREMENT FOR TRANSPORTATION SERVICE UNDER THIS AGREEMENT. NOMINATIONS SHALL BE LIMITED TO THE METER SPECIFIED IN THIS AGREEMENT. ABSENT AGREEMENT IN WRITING, NOMINATIONS BY HCP OR ITS DESIGNATED AGENT MAY NOT EXCEED HCP'S MAXIMUM DAILY QUANTITY ("MDQ"). B. DAILY NOMINATIONS -- HCP OR ITS DESIGNATED AGENT SHALL ........---- NOTIFY HUTCHINSON OF ANY REQUESTED CHANGE TO ITS NOMINATION AT HUTCHINSON's RECEIPT POINT, IN WRITING, BY 8:00 A.M. C.C.T AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE DATE OF THE REQUESTED CHANGE. HUTCHINSON SHALL GRANT SUCH REQUESTS IN ITS REASONABLE DISCRETION. ABSENT AGREEMENT IN WRITING, NOMINATIONS BY HCP OR ITS DESIGNATED AGENT MAY NOT EXCEED HCP'S MDQ. C. CHANGES TO NOMINATIONS ,RESULTING FROM „CURTAILMENT OR INTERRUPTION - IF A CURTAILMENT OR INTERRUPTION IS CALLED UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT, HUTCHINSON SHALL NOTIFY HCP OR ITS DESIGNATED AGENT AS SOON AS REASONABLY POSSIBLE AND AS NECESSARY TO MAINTAIN THE INTEGRITY OF THE SYSTEM, OF THE RECEIPT AND DELIVERY CONDITIONS APPLICABLE TO SERVICE UNDER THIS AGREEMENT. SUCH CONDITIONS SHALL BECOME EFFECTIVE BEGINNING THE NEXT GAS DAY COMMENCING AT 9:00 A.M. C.C.T., OR AT SUCH EARLIER TIME AS IS NECESSARY. UNDER THESE CONDITIONS, HUTCHINSON SHALL HAVE THE RIGHT TO REQUIRE REDUCTIONS IN PREVIOUSLY NOMINATED AMOUNTS UNDER THIS PROVISION, HEARTLAND CORN PRODUCTs TRANSPORTATION 2023 CONS[S I EN"T "WEAN TI -1 arl IER PROVISIONS OFTHis AGREEMENT. D. WAIVER I hJTCI IINSON MAY, IN I rs SOLE DISCRE rION AND ON A N0NDISCRIIAINAl`0R`Y BASIS, WAIVE ANYOF THE NBC OMINAI ION REQUIREMENTS SET f::'0RTf I IN TI HS SEC Tl0N IF I ll..➢ rcl TINSON DETERMINE. TI lAr IT CAN A(.-..-,-commoDA--rE suci i NOMINA riONS. E. I-ATII::.:;: N0MIT,IA'nON ......... IF i uTCHINSON I IAS Nar WAIVED'"I"ll iE NOMINATION REQUIREMENTs, I 1UTCHINSON MAYSTILI IN ITS SOLE DISCRETION AND ON A NONDISCRIMINA I ORY BASIS, CONFIRM A LATE NOMINA"norq. 10. BALANCING. .......... __ A. DAn oYJBALANCIII NG REQUIRED - ONA, DAILY BASIS, I ICP OR ITS DESIGNArED AGENT ST•HALL B ALANCE (1) rl IE RECEIP'l OF I ICFS GAS VOLUMES Ar I fI rra iINSON'S RECEIPT POINT WI I 11 (2) THE DELIVERY OF Ti iERNIALI Y EQUJIVALENT GAS VOLUMES �l if BY I 1UTCHINSONTO I ICP AT THE I lu r( P4zl3(")N DELIVERY Poip,4 r., DIFFERENCES BE'rWEEN DAILY RECEIPTS FR(W AND DAILYDELIVERIESTo I iCP SHALL BE ACCUMUll A"I ED IN AN IMBALANCE ACCOUNT. FiCF:::'0R i rS DESIGP,jxrED AGENT St IALI MONI 1`01:? RECEIP rS AND DELIVERIES ON ITS BEN fAl FAND SHAi L AlD.JusT ITS CONSk.31%APTION 01::�'GAS SO ASTO ENSI..Jl::?E THAT ITS RECEIT:::vrS AND DELIVETUES ARE IN BALANCE TOTI IE ExrENT PRAC"T"ICABLE. B. POSITivr.., AND NEGA"nvE DAILY OR FACINTHI I YIMBAi AN "➢ C , E , S ...- A . . ........... ....... ........... . ..... . ............ . ....... . . . F:::'OSITTVE DAILY OR MONTHLY IMBALANCE OCCURS WI IEN RECEip"rs OF GAS, AT'n IE I fUTCHINSON RECEIP r POINT, ON BEHALF OF HCP EXCEED DELIVERIES Or- GAS ro Q I ArTf IE I fUTCT JIT14SON DELIVERY F::)(')IN r, A NEGA"I'lVE DAILY OR MONTHLY IMBALA11"4(-_E OCCURS WI IEN DELwER➢ES OFGAS ro HCP, AT I HE I ILJ 1"'CHINSOP4 DELIVERY POINT, EXc.EED RECEIP'T"S OFGAS ON BET IALF (,'.)F I ICP AT "n IE I fUTCI IINSON IC ECEu"'rr POIN'"I'% C.. DAILY BALANCING I imyrxn(m`UN, I ICP SI IALL BE T:::IERMFr-TED To INCUJR A F::)OSITIVE DAILY IMBALANCE OR A NEGArIVE II AfI.._,y' IMBAI ANCE 0FupTo 7% OF HCP's rwull Y+90MINKrED QI JAN-11 IY, Al Flurci uNSON's DEI WERY POIN I", EXCEI""'"r DURING CUR rAILMEP4 r OR IN rERRW:::rnON UNDER THE TERMS Of::�' I I uS AGREEMENT. DURING CURTAILMEN"r OR IN rERRUPT110N, HCP Sl !ALL BE REWREDTO ABIDE BYTI• IF TERMS OF ANY ClJRTAILMENT OR INTERRUP I IONINSTRUC I IONS ISSI )ED BY 1 11 1 T"Cl IINSON.. HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 9 D. MONTHLY BALANCING LIMITATION - HCP MAY INCUR A CUMULATIVE MONTHLY POSITIVE OR NEGATIVE IMBALANCE OF UP TO AND INCLUDING 1 5% OF HCP'S MDQ. NO IMBALANCE CHARGES SHALL APPLY TO CUMULATIVE MONTHLY IMBALANCES UP TO AND INCLUDING THIS 1 5% OF HCP's MDQ. 1 1 . SCHEDULINGAND IMBALANCE CHARGES., A. DAILY SCHEDULING CHARGES. DAILY DELIVERIES IN EXCESS OF NOMINATED QUANTITIES - IF DAILY DELIVERY TO HCP, AT HUTCHINSON's DELIVERY POINT, EXCEEDS HCP's NOMINATION AT HUTCHINSON's RECEIPT POINT, FOR THAT DAY, HCP SHALL PAY THE FOLLOWING CHARGES: FOR DELIVERIES, AT HUTCHINSON's DELIVERY POINT, IN EXCESS OF RCP's DAILY NOMINATION, AT HUTCHINSON's RECEIPT POINT, PLUS THE DAILY TOLERANCE OF 7% OF HCP'S DAILY -NOMINATED QUANTITY, HCP SHALL PAY AN ADDITIONAL CHARGE OF $0.20/DTH. FOR DELIVERIES, AT HUTCHINSON's DELIVERY POINT, IN EXCESS OF HCP'S DAILY MDQ, HCP SHALL PAY AN ADDITIONAL TRANSPORTATION CHARGE OF $1 .00/DTH FOR EACH OCCURRENCE IN ADDITION TO ANY OTHER CHARGES THAT MAY APPLY. HUTCHINSON MAY ELECT TO WAIVE THESE CHARGES ON A PARTICULAR DAY OR DAYS. WAIVER OF THESE CHARGES ON ANY DAY OR DAYS SHALL NOT BE CONSTRUED TO BE A WAIVER FOR ANY SUBSEQUENT DAY. 2. DAILY DELIVERIES LESS THAN NOMINATED QVANTITIES - IF DAILY DELIVERY TO HCP, AT HUTCHINSON's DELIVERY POINT, IS LESS THAN HCP'S NOMINATION, AT HUTCHINSON's RECEIPT POINT, FOR THAT DAY, HCP SHALL PAY THE FOLLOWING CHARGES: FOR DELIVERIES AT THE HUTCHINSON DELIVERY POINT THAT ARE LESS THAN HCP'S DAILY NOMINATION, AT HEARTLAND CORN PRODUCTS TRANSPORTATION 2023 HUTC1 IINSON's RECElp r POIN r, MIS "'I I IE DAII y I"OLERANCE OF'7% OF HCP'S DAII Y-NOMINATED QUJAN I rrY, A Hu"IrCHINSON's RECEIPTPoimr, HCP SHAI L PAY AN ADDi n0NAl CHARGE (')F'$0.20/D'n-i. I 11-ITC1 IINSON MAY ELEc,r,ro WAIVETH ESE CHARGES 0114. A PAI:R'nclULAR DAY OR DAYS. WAIVER OFTI IEEE (.."HARGES ON ANY DAYOR DAYS SHALL I,w4.o'r BE CONSTRUEDTO BE A. WAIVER FOR ANY SIJBSEQI,.JEN'r IDAY., 3. 0 1 1 IER CHARGES - IF !U"TCHINSON INCURS ANY ADDITIONAL, VERIFIABLE CHARGES FROM ITS INTERSTA rE Pll::::IELlP4E SUPPLIER DIREc rLY AS A, RESI JL"r c.'. :)F H("'P's IMBALANCE, -"rHOSE cos--"rs SHALL BE PAID IN Fl J1 I BY I lCP. Huml fINSON SHALL PR0Vlll[::)E'ro HCP FIJLL DE'rAlLS OF rl IESE Cl IARGES IN WRITING ON OR BEFORE I -I iE BILLING DA rE., 4.. EFFEC"I"' ON Cl IARGES I) IE-,SE CI 1ARGE"S ARE IN .-.- ................ . AEU DITK )P4 ro, AND NO I— IN PLACE OF, ANY CHARGES IMPOSED otq HCP BYAN EN'nTy o"r'HER ["I IAN. HlJ"T'0 IINSON. 1 [MI I A'l IONS - Narm"THSTANDING ANY T'HER PROVISION oi::::"ri us AGREEMErxr, HCP Si IAI L N('.),r BE LIABLE FOR ANY DAILY SCI IEDULiNG CI IARGES INCURRED AS A RESUI �"T` (',..)F HUTCHINSON'S FAA URETO NOMINY-�,TE, SCHEDULE, AND/OR CON.FIRIAn IE CORREc r AMOIJNT OF DAILY FIRM "T"RAN. SPOR r.ATION CAPACITY FOR I K F. IN UCI I INSTANCE, HUTCHINSON SHAJ L PAY SUCI I DAu Y SCI IEDUIIJNG ( ..."HARGES OR REIMBURSE HCP 1--'(..)R UCI I DAILY SCI IEDULING CHARGES PAID BY HCP. B., SETTl EMEN'r OFMONTi ILY IMBAI ANCES - HCP S) iAl L BE ..... . . .......... - REQUIREDTO SE-r-rl-E OUTSTANDING IMBALANCES ON A MG"ONTI 11 YBASIS. ON A MONTHLY BASIS, BY I I IE 20'--ri I OF r HE FOLLOWING MON.'m OR "'T'l IE NEX.T BUSINESS DAY F01-11 OWING r H ii�:;' d"r >O,rH OF'rHE MONTI I IF'rI IE 20TH OFTHE MONTI I FALLS ON A SAT1.1f:?DAY, SUNDAY, 01-:?,. 1 .EGAI HOLIDAY, i lu rCI IINSCIN Sl IALL PROVIDE AI4 IMBALANCE STKI-EMENTTO HCP DETA.111 ING'n IE 113AILY QLJANT] T'IES If ON BEI [ALF0F HCP, AT T HE F fu,r(.-,i IINSON REC'Elp r POIN"'I", AND I I IE DAILY V01 JJMES DELIVERED'ro I iCP Arn IE I !UTCHiNisorq DEI UVERY POIN'r., Ar,4y POSITIVE oii?. NU" C-39ATIVE: 111149 BALANCE R.EMAINING AT n IE END OF A GIVEN MON'T"I I SHALL. BE RES('.)LVED AS HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 11 1 FOLLOWS: POSITIVE IMBALANCE - IN ADDITION TO ANY OTHER APPLICABLE CHARGES, INCLUDING, BUT NOT LIMITED TO, THE CHARGES SET FORTH ABOVE, ANY POSITIVE MONTHLY IMBALANCE GREATER THAN 1 5% OF HCP'S MDQ SHALL BE ASSESSED A POSITIVE MONTHLY IMBALANCE CHARGE OF $0.25/DTH. HUTCHINSON SHALL ALLOW HCP TO ROLL THE OUTSTANDING IMBALANCE QUANTITIES INTO FOLLOWING MONTH. 2. NEGATIVE IMBALANCE - IN ADDITION TO ANY OTHER APPLICABLE CHARGES, INCLUDING, BUT NOT LIMITED TO, THE CHARGES SET FORTH ABOVE, ANY NEGATIVE MONTHLY IMBALANCE GREATER THAN 1 5% OF HCP'S MDQ SHALL BE ASSESSED A NEGATIVE MONTHLY IMBALANCE CHARGE OF $0.225/DTH. HUTCHINSON SHALL ALLOW HCP TO ROLL THE OUTSTANDING IMBALANCE QUANTITIES INTO FOLLOWING MONTH. 3. OTHER CHARGES - IF HUTCHINSON INCURS ANY ADDITIONAL, VERIFIABLE CHARGES FROM ITS INTERSTATE PIPELINE SUPPLIER DIRECTLY AS A RESULT OF HCP'S IMBALANCE, THOSE COSTS SHALL BE PAID IN FULL BY HCP. HUTCHINSON SHALL PROVIDE TO HCP FULL DETAILS OF THESE CHARGES IN WRITING ON OR BEFORE THE BILLING DATE. 4. EFFECT ON CHARGES - THESE CHARGES ARE IN ADDITION uTO, mAND NOT IN PLACE OF, ANY CHARGES IMPOSED ON HCP BY AN ENTITY OTHER THAN HUTCHINSON. 5. LIMITATIONS - NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, HCP SHALL NOT BE LIABLE FOR ANY IMBALANCE CHARGES INCURRED AS A RESULT OF HUTCHINSON'S FAILURE TO NOMINATE, SCHEDULE, AND/OR CONFIRM THE CORRECT AMOUNT OF FIRM TRANSPORTATION CAPACITY. IN SUCH INSTANCE, HUTCHINSON SHALL PAY FOR SUCH IMBALANCE CHARGES OR REIMBURSE HCP FOR SUCH IMBALANCE CHARGES PAID BY HCP. HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 12 '12. PENALTY ll::a'QR UNAUTI 110RIZED, RECIIf:I3r--yr's AT n iE 11011::::� IIC ECElFrr Pollily".J.' DURING QpRjNLMgtM0R INTE11:11' UPTION. PROVE)ED TI AT I I UTCH 11 NSON I IAS COMPLIED Wil I I "I'l IF, TERMS OF T] lis AGREEMENT Wl'"ll I RESPECT ..1...0 SUCH CUR I-AlLmEw OR INTI::.:°:RRLJPTi0lI'q, IF I I FAII S- 10 CURTAIL OR rrs RECEIPrs AT THE: HCP RECI..,..,,ivT POINT Wl fEN DfJ::?EC'TEDTO DO SO BY' 11 lurci ilINSON, I ICP SIFIALL BE Ell ,LEI' FOR ALI...... V(.'.)LI WES l'AK',LEN 11IN EXCII::.:�.:SS OF 1 HE APIPI ICABLE LIMITATION AT RATE EC, UAl 1'0,rl iE 11'..'.)AIII Y CI 19CAGO lN1I[)EX Pi JJS $10.00 1::IER DTi 1. IN ADDITION, I f t..JTCf I INSON Sf IALI I !AVE ri IE RIG11 IT"] 0 DISCONNEC"I"' 11 ICIP'S SUPPI YOF GAS., Al 11 lU I cg ur,qsop4.'s DEII IVERY POINT, IF I IC P FAIll c3 TO CI JRTAIL 01I�R KI'ERRI JFr n's (JSE OFGAS WI iEN AND AS DfRECTED BY I R.) I C11-IINSON. I lUTCi IINSON MUS"I" RES"I ORE S11 JC11 I SERVICE AS SO('.)N AS PRAC I IICABI aE F011 1 OWING ANY SUCI I DISCONNECTION, '13. T I AND INSI IRANCE. A. TITLE GAS RECEIVED By Ht.rra lINSOlI',J ON BEHAl F OF I ICP 1:::,'OR DEI I'VERY'ro HCI::::) Sf IALL REMAIN TI IE PROPER IY OF, HCR B. 11 lABlILIl"Y-- I III ITCHINSON SHAII L NOTBE I IABI .E TO I ICP FOR ANY 11 OSS OF GAS f::::"Of:? ANY CAUSE OT9 11:.:�.:R TI IAN GROSS NEGI IIGENCE OR IAlISC(.')NDU`T" BY 11 IU I CI III' SON OR ]"I S EMPLOYEI:::�:S. I• IS GAS MAYBE COIAMING9 ED WIT1 I OTHER GAS SIJF`Pll IES IN 11 II TC 11 Ifl`-JS()N "S sysTEM, Cr:. INSURANCE --- -I ICP SHAll L BE RESPON.SlIBI oE FOR MAINTAINING SUFFIClEN I INSURANCE AS NEC: ESSARYTo PRO"I"'EC I'll'S f::`R0PERTY AND OTI iER INTERESTS iI�,i rHE GAS PRIOR 1 0, DURiNG, AND AF TER il`S RE(.'." By HI i ra lrqSON., I I UTC."I I INSON SlI IALL ICE RESj:::)0NS9BI E ll:::°'OR MAINTARUNG SUFFIICII:::°:NT INSURANCI::.:�.: AS NECESSARY TO I::::lR()l Ec"r r"i s PlOPER`FYAND 0 1 1 IEII::R IN"I"'EREESTS IN l:::lR0VlIlI'..'XTqG TRI-04SPORTKI710N SERVICE UNDEI::?,rI ilS AGREEIMEINT'l 01 ICI"". 14. CURTAILMENT AND INTERRUPTION. .......................... - SERVICI:7 UNDER THis A.(3REll::.:::MEN'T MAY IBE CURTAILED 01--? INTERRi )I:::' 1"ED AS NECII::;SSARY DIJEJ'0 PI ffr-51ICA9 C'.)Pll:..:..:RA rlIONAL, OR 01 f•IER SIMI[ AR CONSTRAINT'S ONI• IUTCI IINSON'S SYSTEM. IF' 11 ft JTCI 1 INSON IS REQl flIRED'ro CURTAR... OR IN 1"ERRUPTSERVICE 11'..'.)UE TO CAPACITY CONSTRAINTS, fORCll.:.11 MAJll..:URE_-' Sys i ii:_:m IIN I l::.:°:GlI::UTY, OR 0 T_I-IER CONDirior,,is, ANY 9INTERRUFulf3l E SERVICES l::::lR0VII'..'.)ED TO OTI IIER ENTITIES BY I'dUTC1 III NSON SI IALL BE Cl IRTAIII ED COMPLE'rELY 113EFORE F]RM SERVICES All::?E OUR I AR...,ED, AND FIRM HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 11 :3 TRANSPORTATION SERVICES UNDER THIS AGREEMENT SHALL BE CURTAILED ON A PRO RATA BASIS WITH HUTCHINSON'S OTHER FIRM SALES AND/OR TRANSPORTATION SERVICES. 15. FORCE MAJEURE. A. DEFINITION - EITHER PARTY SHALL BE EXCUSED FROM . _................. PERFORMANCE UNDER THIS AGREEMENT BY FORCE MAJEURE ACTS AND EVENTS. "FORCE MAJEURE" SHALL MEAN ACTS AND EVENTS NOT WITHIN THE CONTROL OF THE PARTY CLAIMING FORCE MAJEURE, AND SHALL INCLUDE, BUT NOT BE LIMITED TO, ACTS OF GOD, STRIKES, LOCKOUTS, MATERIAL, EQUIPMENT, OR LABOR SHORTAGES, WARS, RIOTS, INSURRECTIONS, EPIDEMICS, PANDEMICS, LANDSLIDES, EARTHQUAKES, FLOODS, FIRES, STORMS, GOVERNMENT OR COURT ORDERS, CIVIL DISTURBANCES, EXPLOSIONS, BREAKAGE OR ACCIDENT TO MACHINERY OR PIPELINES, FREEZING OF WELLS OR PIPELINES, OR ANY OTHER CAUSE OF WHATEVER KIND, WHETHER SPECIFICALLY ENUMERATED HEREIN OR NOT, THAT IS NOT WITHIN THE CONTROL OF THE PARTY CLAIMING FORCE MAJEURE. B. EFFECT IF HUTCHINSON IS UNABLE TO PROVIDE SERVICE UNDER THIS AGREEMENT DUE TO A FORCE MAJEURE ACT OR EVENT, HUTCHINSON'S OBLIGATION TO PROVIDE SERVICE UNDER THIS AGREEMENT SHALL BE SUSPENDED FOR THE DURATION OF THE ACT OR EVENT. HUTCHINSON SHALL NOTIFY HCP OF THE FORCE MAJEURE EVENT AS SOON AS REASONABLY POSSIBLE BY ANY MEANS PRACTICABLE, INCLUDING, BUT NOT LIMITED TO, TELEPHONE OR FACSIMILE, AND SHALL CONFIRM THE DETAILS OF THE FORCE MAJEURE ACT OR EVENT IN WRITING WITHIN A REASONABLE AMOUNT OF TIME THEREAFTER. HUTCHINSON SHALL WORK TO REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY POSSIBLE AND SHALL KEEP HCP APPRISED OF THE TIME, DATE, AND CIRCUMSTANCES WHEN SERVICE UNDER THIS AGREEMENT SHALL BE RESTORED. HCP IS NOT REQUIRED TO PAY ANY CHARGES UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. AEARTLAND CORN PRODUCTS TRANSPORTATIONAGREEMENT 2. IFI ICP IS UNABLE TO rAKE SERVICE UNDER TI IIS AGI::?EEMENT DUE TO A FORCE MAJEURE ACT OR EVENT, I lu rcl IINSON'S OBLiGATION-ro PROVIDE SERVICI::.:�.; UNDER'rHis AGREEMENT SHALL BE SUSPENDED FORTI IF DURAl ION OF-l"l IE AC r OR EVENT. I lCI:::::'SI-iALL NO"'I'"IFY I IU'l Cl IINSON OF,rl IE FORCE MAJEI..JRE EVENT AS SOON AS REASONABLY POSSIBLE BY ANY MEANS PRAC 11CABLE, INCLU]DING, BUT NOT I-limiTED TO, I`El EPHONE OF? FACSIMILE, AND SI IALL CONFIRM ,.THE DETAIL-S OF T1. iE FORCE: MAJEURE" AC I OR EVENT IN WRi TING WITHIN A REASONABLE AMOUNT" oi::r"nMETHEREAFTER. f ICP Sl lAl JL WORK TO REMEDY 'l HE FORCE MAJEI IRE AC r OR EVENT AS SOON AS REASONABLY POSSIBLE AND St IALI KEEP I fUTCl IINSOrll APPRISED OF I FIE TIME, DAl E, AN11'..'.) CIRCUMS7"ANCES WI IEN HCP WILL RESUME SERVICIE UNDER THIS AGREEMEN r. I lu i CI IINSON IS N01 REQUIRED "ro PROVIDE SERVICE UNDER rms AGREEMENT DU]RINGn IE TERM OFTI NE FORCE mAjEURE ACTOR EVENT.. C. I imi-rArIONS ON 1:::�'QR ' CE MA,JE(..JI:?E - NO rHER PARTY Si iALL BE ENTITLED "TOTHE BENEF] I Of:::,- TI iE PROVISIONS OF FORCE MMEURE I o ri IE EXTENT PERI:::'ORMAr,,ICE IS AFFECT'ED BY ANY OR ALL OF THE F01 J OWING cu::?a..jms rANCES� (I) rHE CURTAILMEN"r OF INTERRUP FIBLE OR SECONI )ARY FIRM rRANSPORT AnON I INLESS PRIMARY', IN -PATH, FIRM rRAlN.ST:::lORTdVTl0N IS Al SO CURTAILII:::� - T :D'00HE f::'AI?TYL CAiMING EXCUSE FAILEDTO REMEDY THE COr-,lE4TI0N ANDTO RESUME THE f::ERF0RMAN(. ,E OF 0..JCH C('.'.)VEN,ANTS OR OBLIGATIONS Wil I I REASONABLE DISPATCH', OR (III) ECONOMIC, HARDSI IIP OF" El I`IIER PARTY, No rwi"THSTANDING ANY n- 'rHlE.:R PROVISION OF n us AGREEMENT, Tf•IE T:::AR 1"Y FORCE MAJO )RE St IAI L NC rl BE EXCUSED FROm rrS RESPONSIBILI'TY FOR IMBAI ANCE Cl IARGES. '16. NaricEs. A., ADDRESSE S- Ai L INVOICES, PAYMEN"'I S AND o I -HER . . ......... — COMMUNtCA'l IONS MADE PURSUAN r ron-us.AGREEMENT SHALI BE MAII )E TO I HE ADDRESSES SPEC [Fill:-E'D IN WRITING BY THE RESPECTIVE PAR flES FRONITWETO I-IME. B.. ACCET:::9 ABLE FORMS - ALL NoTiCES REQUIRED I IEREUINDER HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEMBER 1, 2023 15 MAY BE SENT BY FACSIMILE OR MUTUALLY ACCEPTABLE ELECTRONIC MEANS, A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, FIRST CLASS MAIL, OR HAND DELIVERED. C. DELIVERY DATE - IN THE ABSENCE OF PROOF OF THE ACTUAL RECEIPT DATE FOR SUCH NOTICES, THE FOLLOWING PRESUMPTIONS WILL APPLY. NOTICES SENT BY FACSIMILE SHALL BE DEEMED TO HAVE BEEN RECEIVED UPON THE SENDING PARTY'S RECEIPT OF ITS FACSIMILE MACHINE'S CONFIRMATION OF SUCCESSFUL TRANSMISSION. IF THE DAY ON WHICH SUCH FACSIMILE IS RECEIVED IS NOT A BUSINESS DAY OR IS AFTER FIVE P.M. C.C.T., ON A BUSINESS DAY, THEN SUCH FACSIMILE SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT FOLLOWING BUSINESS DAY. NOTICE BY OVERNIGHT MAIL OR COURIER SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT BUSINESS DAY AFTER IT WAS SENT OR SUCH EARLIER TIME AS IS CONFIRMED BY THE RECEIVING PARTY. NOTICE VIA FIRST CLASS MAIL SHALL BE CONSIDERED DELIVERED FIVE BUSINESS DAYS AFTER MAILING. 17. LAWS, REGULATE AND ORDERS. A. SERVICE UNDER THIS AGREEMENT IS SUBJECT TO ALL PRESENT AND FUTURE VALID LAWS, ORDERS, RULES, REGULATIONS, ETC, ISSUED BY ANY FEDERAL, STATE, OR LOCAL AUTHORITY HAVING JURISDICTION OVER THE MATTERS SET FORTH HEREIN. B. IT IS UNDERSTOOD BY HCP THAT IT IS ECONOMICALLY FEASIBLE TO ENTER INTO THIS AGREEMENT TO PROVIDE FIRM TRANSPORTATION TO HCP ONLY DUE TO THE FACT THAT HUTCHINSON IS AN UNREGULATED MUNICIPAL UTILITY. IF AT ANY TIME ANY OF THE ACTIVITIES COVERED UNDER THIS AGREEMENT BECOME SUBJECT TO REGULATION BY THE PUBLIC UTILITIES COMMISSION OF THE STATE OF MINNESOTA OR ANY OTHER STATE OR FEDERAL AGENCY WHICH WOULD NOT CURRENTLY CONTROL THE ACTIVITIES OF HUTCHINSON UNDER THIS AGREEMENT, HUTCHINSON SHALL HAVE THE OPTION, AT ITS SOLE DISCRETION TO PASS ALL COSTS INCURRED, DUE TO HUTCHINSON'S REGULATION, To HCP FOR THE LENGTH OF THIS AGREEMENT. 18. MISCELLANEOUS PROVISIONS. A. DECLARATION OF INVALIDITY - IF ANY PROVISION OF THIS HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT l 6 NOVEMBER 1.2023 AGREEMEN'r IS DETERIMINEDTO BE INVALID, VOID, OR UNENFORCEABLE BY ANY COUR'r OR arHER EN rrrY HAVING JURISDic nor�i, SUCI I DETI-DUVIINA 110N St IALII Nar INVALIDA'Tll::', VOID, OR MAKE UNENFOR( .,"EABLE ANY OTI IER PROVISION, AGREEMEN I OR COVENAN I OF Tf lis AGREEIVIENT', ANDTHE PARTIES AGREE ro NEGo rllA:I`E IN GOOD FAITI I A REPLACEMEN'T "TO SUCI I INVAI JD, VOID OR t.JNENFORCEABLE PROVISION AN D/OR ANY (D rl IER AMENDMEN"T'S AS MAY BE NECESSARYTO ENSURETHAT "T"I 1EAGREEMENTAS A Wi IOLE REFLEC"'T"S rl IE ORIGINAL IN,rEpq,rIONS OF THE PARTIES. B. No C(.'. )NTINI )ING WAIVER - NO WAIVER OFANY BREACH OF rmsAGREEMENTS1 YkI I BE 1 IELDTO BE A WAIVER 01:::,ANY arl IER OR SUBSEQUENTBREACH. C., LuivIgTA"nori ON AGREEMENT -. n IE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE I HA r 1 1 IS NEITHER "ll IE PURPOSE 0171 1 IIS AGREEMENT NOR I HEIR INTENT TO CREAT'E A PAR,rNERSI I JOINTVEN rURE CONTRACT OR COMPANY, ASSOCIAl ]ON OR rRus"'r, FIDUCIARY RELAI10III SI lIP )R PAR I NERSHIP BE T"WEll:..:..:N I I IEM. EXCEP r AS EXPRESSLY PROVIDED I IEREIN, NEI Tl IER F:'A`TYSH/kLJ I I.AVE ANY Aun iORITY TO ACTFOR OR ASSUME ANY OBLIGA"T IONS, OR RESPONSIBILI"T"IES ON BEI IALF oi:::�', "n IE 0 1 1 IER PARTY'. D� COMI:::'I E T--E AGREENlll:::lN`T` - n its AGREEMENTSETS FORTT f ALI[ [)NDERS-TANDINGS BE"IWEEN"'I"HE PAR I IES AS OF "'["HE EFT::EC`11VE DA"I'M HEREIN. Aw PRIOR CON TRAC rs, lJNDERSTANDINGS AND REPRESENTAnONS, WI IETII -f ER ORAII.- (..)R WRITTEN, RE[ ATING 'ro'n IF 1AK"I"TERS ADDRESSEJ )IN n ns A(3REEMEN I ARE MERGED IN'T"O AND SUPERSEDED BY T1 IIS AGREEMENT, THis AEn,REEMENTMAY BE AMENDED ONIL YBY A WRITING EXECUTED B.Y.BOTH PARTIES. E. GOVERNING LAw - TI IE INTERPRETAnON AND PERFORMANCE ............ 0Fn its Ac';REEMENT S1 IALL BE GOVERNED BY T1 IE LAWS 01:::�* MINNESO T`A, EXCLUDING, I 10WEVER, ANY CONFLIC1 (:'..')F LAWS RUI ETI 1ATWOULD API:::'LY'I`I IE LAW OF ANoTHERJURISDICTION, F. CONFIDENTIALITY FREQUIRED - NErrf IER PAR I"y SI IALL DISCLOSE DIRECTIl Y 01:? INDIREcTLY WITI-101JI'THE PRIOR VVRrrTEN CONSENT OFTHE arHER PAR C�,-Tl TETEI WS OFTI IIS AGREEMEN T-l'O ATHII::?D PARTY EX(.-Er.-r (I) IN ORDER F0 ('.",OMPLY WIT[ I ANY APPI 11CABLE LAW, LEGAL PROCESS, ORDER, REGUI A TION, OR EXCI IANGE RULE" (it)' ro' rHE EX rEN, I' NECESSARY FOI::? n IE ENFORCEMENT OF 11 IIS AGREEMEN'r; HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT .1 - NOVEMBER 1, 2023 7 AND (III) TO THE EXTENT NECESSARY TO IMPLEMENT AND PERFORM THIS AGREEMENT. EACH PARTY SHALL NOTIFY THE OTHER PARTY OF ANY DEMAND OR PROCEEDING OF WHICH IT IS AWARE WHICH MAY RESULT IN DISCLOSURE OF THE TERMS OF THIS AGREEMENT (OTHER THAN AS PERMITTED HEREUNDER) AND USE REASONABLE EFFORTS TO PREVENT OR LIMIT THE DISCLOSURE. THE PARTIES SHALL BE ENTITLED TO ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY TO ENFORCE OR SEEK RELIEF IN CONNECTION WITH THIS CONFIDENTIALITY OBLIGATION. THE TERMS OF THIS AGREEMENT SHALL BE KEPT CONFIDENTIAL BY THE PARTIES HERETO FOR TWO YEARS FROM THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN THE EVENT THAT DISCLOSURE IS REQUIRED BY A GOVERNMENTAL BODY OR APPLICABLE LAW, THE PARTY SUBJECT TO SUCH REQUIREMENT MAY DISCLOSE THE MATERIAL TERMS OF THIS AGREEMENT TO THE EXTENT SO REQUIRED, BUT SHALL PROMPTLY NOTIFY THE OTHER PARTY, PRIOR TO DISCLOSURE, AND SHALL COOPERATE (CONSISTENT WITH THE DISCLOSING PARTY'S LEGAL OBLIGATIONS) WITH THE OTHER PARTY'S EFFORTS TO OBTAIN PROTECTIVE ORDERS OR SIMILAR RESTRAINTS WITH RESPECT TO SUCH DISCLOSURE AT THE' EXPENSE OF THE OTHER PARTY. G. AUTHORITY TO ENTER AGREEMENT - EACH PARTY TO THIS AGREEMENT REPRESENTS AND WARRANTS THAT IT HAS FULL AND COMPLETE AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT. EACH PERSON WHO EXECUTES THIS AGREEMENT ON BEHALF OF EITHER PARTY REPRESENTS AND WARRANTS THAT IT HAS FULL AND COMPLETE AUTHORITY TO DO SO AND THAT SUCH PARTY WILL BE BOUND THEREBY. H. NO THIRD -PARTY BENEFICIARY W THERE IS NO THIRD -PARTY BENEFICIARY TOTHISAGREEMENT. HEARTLAND CORN PRODUCTS TRANSPORTATION WHEREFORE, TI IE PAF-MES 11 IAVE EXECUTED rHIS AGREEMENT"THROI IGH TI iEIR DL)LY Al )THORIZIED REPIRESEN"TATIVES EFFECTIVE AS If: ril IE DATE SPECWIED ABOVE HUM MYSON UTILITIES commissfoll"i BY: NAME::. ........ . . DA"rE 07 WITNESS: DATE: WITNESS: DATE: HEARTLAND CORN PRODUCTS TRANSPORTATION AGREEMENT NOVEM13ER 1, 2023 19 TrrLE: CG 0 IDATE' WITNESS:, DATE: NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT BETWEEN HUTCHINSON UTILITIES COMMISSION ..u.. ........ .......................AN.DH...,. RTLANDmmCORN PRODUCTS ATTACHMENT A RECEIPT POINT HUTCHINSON UTILITIES COMMISSION MAY RECEIVE NATURAL GAS FROM HEARTLAND CORN PRODUCTS AT THE FOLLOWING RECEIPT POINT: STATION NAME COUNTY CITY STATE NBPL COMPRESSOR STATION 13 MARTIN TRIMONT MINNESOTA TRIMONT DELIVERY POINT HUTCHINSON UTILITIES COMMISSION MAY DELIVER NATURAL GAS TO HEARTLAND CORN PRODUCTS AT THE FOLLOWING DELIVERY POINT: STATION NAME COUNTY CITY STATE HUC/HCP INTERCONNECT SIBLEY GIBBON MINNESOTA STATI O N 20 �VgCHINS Hutchinson Utilities Commission NTLLITI�S 1 ST AMENDMENT TO HEARTLAND CORN PRODUCTS NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT I . THIS AMENDMENT (THE "AMENDMENT") IS MADE AND ENTERED INTO THIS TH DAY OF SEPTEMBER, 2025 BY HEARTLAND CORN PRODUCTS ("HCP"), LOCATED AT MN-1 9, WINTHROP, MINNESOTA, 55396 AND HUTCHINSON UTILITIES COMMISSION ("HUC") A MINNESOTA MUNICIPAL UTILITY LOCATED AT 225 MICHIGAN ST SE, HUTCHINSON, MINNESOTA, 55350, PARTIES TO THE AGREEMENT DATED NOVEMBER 1, 2023. 2. THE AGREEMENT IS AMENDED AS FOLLOWS: EFFECTIVE OCTOBER 1 ST, 2025 HEARTLAND CORN PRODUCTS ELECTS TO CONVERT 400 DTH PER DAY FROM THE NATURAL GAS FIRM CAPACITY RESERVATION AGREEMENT ENTERED INTO ON THE 20TH DAY OF DECEMBER 23, 2023 TO THE NATURAL GAS FIRM TRANSPORTATION AGREEMENT. THIS AMENDMENT CONSTITUTES HUG SHALL PROVIDE TO HCP FIRM NATURAL GAS TRANSPORTATION CAPACITY IN THE AMOUNT OF 12,700 DTH PER DAY FOR 365 DAYS PER YEAR. EXCEPT AS SET FORTH IN THIS AMENDMENT, THE AGREEMENT IS UNAFFECTED AND SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS AND CONDITIONS. IN THE EVENT THERE IS A CONFLICT BETWEEN THIS AMENDMENT AND THE AGREEMENT, THE TERMS OF THIS AMENDMENT SHALL PREVAIL. THIS AMENDMENT SETS FORTH ALL TERMS AGREED UPON BETWEEN THE PARTIES, AND NO PRIOR ORAL AMENDMENTS SHALL BE BINDING. THIS AMENDMENT SHALL NOT BE ALTERED, AMENDED OR MODIFIED EXCEPT AS IN WRITING AND EXECUTED BY BOTH PARTIES. HUTCHINSON UTILITIES COMMISSION BY: NAME: _ TITLE: DATE: WITNESS: TITLE: DATE: HEART N RN PRODUCTS BeY:e. NAME: 10v— A%-T .t ., TITLE: C_ CA DATE: HUTCHINSON UTILITIES COMMISSION ^I'�xP61Tti'°" Board Action Form Agenda Item: Approve Amendment #1 to the Heartland Corn Reservation Agreement Presenter: Jeremy Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: HCP entered into a Firm Capacity Reservation agreement on December 20, 2023 to earmark an additional 4,700 Dth/day of capacity to account for future growth and natural gas needs in their operations. At this time, HCP is requesting to convert 400 Dth/day from the reservation agreement to the firm transportation agreement in addition to extending the reservation agreement an additional 2 years. This will bring the reservation agreement down from 4,700 Dth/day to 4,300 Dth/day. BOARD ACTION REQUESTED: Approve Amendment #1 Fiscal Impact: - $14,640 Included in current budget: No Budget Change: No PROJECT SECTION: Total Project Cost: Remaining Cost: »?? :d t2f».24?> }y}� � :\ }\�:� } � \ � � \ . :\\�, \ / � © � }�:� �� x \. . y }�\� \� \� \\w.� �� \� ^\��}� \ � \� \ \�,� \� \ \ \� \ » \� : « 7 *� ; � � » \\� � ?�� »:§ 2� d� <d#d��«* 2»»?»�«?#» ?d 2� 2? **»« i«««:=<» »»<?«»»*« » »»?»»+ THIS N,Kr FRAL GAS FIRMCAS:::IA III,,,, , RESEEERVA"'riON AGREEMENT "AGRE Mm, N m"") Him IMADE ANDII.,"E RED INTO N , ii . _ m ' F m ,3,, r E FF,-:°'m�: 0 OF ,r ' s r A II m m,,,m , , POSE OFFICE BOX A, W11WI,,,,mm 4l m'• , IMIN ,T'A, 55396 HUrCHINSON, II IINN " ()TA, 55350. 50. HCP AND I1HUTCH114 is m,,,, m-i m m-IEINuI m ME°rmm . m iir m ul",F F-RR D T mm "m ELY " , ' m JOIN'rLy As "PARTIES." WHEREAS. I WTCHINSON OWNS AND E of"E N l::lF2 ;m m 'LY' 9�3-MILE llqTPJk „r T °,m,,, RAL G " PIPELINE TI IAI° INTERCONNECTS wrm"ili EIRE , 1--iCP OW14S ANII::) OPERATES F�.-Im_ IFACILITY INEAR " mm° rli-iROP,, MIN wsam , m m m ll::?ECElVF-T"S INATURAL GASTRANSPOF . 7E. ON HERI '; , I ICP IS Um m iO4TL CONSTIRUCTIING AND I ILITCHINS0114 IN Tll,,,W HUC/1--iCP IIm RICO m'IIlm °°'m "ION, INEAR GINIIG m mum, INNm l�..-, "mime,,. ON rm,,,,m ;; HUTU mmN«' O IPI mUNF. U N"mIL SUCH TIME S " i,,,,IUTCHINSON AND HCI::." WHEREAS, HUTCHINSON HAS THE CAPABILITY TO PROVIDE HC WITH RESERVED LONG-TERM FIRM CAPACITY AND TO TRANSPORT NATU GAS ON BEHA-mF OF HCP IN THE FUTURE UPON HCP'S ELECTION P r� TO A FIRM TRANSPORTATION CAPACITY AGREEMENT TO THE HUC/HC ' N E ATU H C JC/HC INTERCONNECT STATION; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND Z MUTUAL COVENANTS AND CONDITIONS CONTAINED IN THIS AGREEMEN HUTCHINSON AND HCP AGREE AS FOLLOWS: A. FIRM RATURAL GAS CAPAqrT �-- -f3YA - AUTCHINSON SHALL PROVIDE To HCP RESERVED FIRM NATURAL GAS CAPACITY ON THE HUTCHINSON PIPELINE IN THE AMOUNT OF 4,700 DTH PER DAY FOR 365 DAYS PER YEAR ("REMMED COMMENCING ON THE EFFECTIVE DATE AND CONTINUING THROUGH THE TERM OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT DOES NOT PROVIDE HCP THE RIGHT TO TRANSPORT VOLUMES ON THE HUTCHINSON PIPELINE, INSTEAD, THIS AGREEMENT RESERVES THE RESERVED CAPACITY FOR HCP's FUTURE USE. B. FIRM TRANSPORTATION CAPACITY AGREEMENT - ON OR ........... BEFORE JANUARY 1, 2026, HCP SHALL HAVE THE RIGHT TO ELECT TO CONVERT THE RESERVED CAPACITY TO FIRM TRANSPORTATION CAPACITY TO TRANSPORT ON THE HUTCHINSON PIPELINE UP TO 17,000 DTH PER DAY BY PROVIDING HuTcHINSON WITH THREE (3) MONTHS PRIOR WRITTEN NOTICE OF ITS EL[EcTION("ELECTIONNOTICE"). UPON RECEIPT OF HCP's ELECTION NOTICE, HCP AND HUTCHINSON AGREE TO NEGOTIATE IN GOOD FAITH THE TERMS AND CONDITIONS OF A FIRM TRANSPORTATION CAPACITY AGREEMENT BASED ON THE FOLLOWING PRINCIPLES: 1. TRANSPORTATION CAPACITY: MAXIMUM DAILY QUANTITY (MDQ) OF UP TO 17,000 DTH/DAY ON A FIRM BASIS. 2. C-ONTRACT TE ' R ' M HCP AND HUC WILL MUTUALLY AGREE TO A TERM OF NO LESS THAN TWENTY (20) YEARS IN DURATION. 4. RATES: PRICING MAY CONSIST OF A MONTH RESERVATION CHARGE AND A TRANSPORTATION CHAR PER DTH BASED ON COMMISSION ESTABLISHED RATES 11 I HUTCHINSON's RATE SCHEDULES IN EFFECT FOR A PIPELINE ONLY TRANSPORTATION CUSTOMERS HUTCHINSON. I THE TERM OF THIS AGREEMENT WILL COMMENCE ON THE EFFECTIVE DATE AND WILL REMAIN IN EFFECT UNTIL THE EARLIER OF (1) THE EFFECTIVE DATE OF A FIRM TRANSPORTATION CAPACITY AGREEMENT BETWEEN THE SECTION 6, OR (111) JANUARY 1, 2026 AT 9:00 AM CCT qvmm�-� THE RESERVED CAPACITY TO BE PROVIDED To HCP BY WUTCHINSON: • ........... .......... $3.05/DTH PER MONTH, ($0. 1 O/DTH/DAY). A. BILLING — AUTCHINSON SHALL PROVIDE AN INVOICE TO HCP OR ITS AGENT 13Y THE FIFTEENTH DAY OF MONTHTHE MONTH' AMOUNTSTHE OWING FOR RESERVED CAPACIA B. DUE FROM HCP ON OR BEFOREr, FOLLOWING THE DATA INVOICETHE s BY HUTCHINSON. IF THE DATE,AMOUNT DUE IS NOT PAJD ON OR BEFORE THE DUE OF ONE • PERCENT♦ • F THE LEGALLY AUTHORIZEDRATE, LOWER, SHALL BE APPLIED TO THE UNPAID BALANCE r SHALL BEADDED TO THE NEXT MONTHLYw C. ♦f ,: DISP•r DISPLYTES THE AMOUNTOF • RENDERED BY HUTCHINSON, • ' ANY PART THEREOF,"' AMOUNTSHALL PAY THE FULL OF THE INVOICE. HUTCHINSON SHALL PROMPTLYPROVIDE WRITING T♦; HCP SUPPORTINGDOCUMENTATION ACCEPTABLE IDU PRACTICE O SUPPORT THE AMOUNT INVOICED, AND HCP SHALL PROMPTLY PROVIDE FOR ANY DISPUTE,rSUPPORTING DOCUMENTATION ACCEPTABLEINDUSTRY PRACTICE. IN THE EVENT THE PARTIES ARE UNABLE TO RESOLVE PURSUE ANY REMEDY EQUITY•- TO THIS ,11. RIGHTT.O.-INSPIEPT-A PARTY SHALL HAVE THE RIGHT. AT ITS OWN EXPENSE, UPON REASONABLE NOTICE AND AT REASONABLE TIMES, TO EXAMINE AND AUDIT AND TO OBTAIN COPIES OF THE RELEVANT PORTION OF THE BOOKS, RECORDS, AND TELEPHONE RECORDINGS OF THE OTHER PARTY ONLY TO THE EXTENT REASONABLY NECESSARY TO VERIFY THE ACCURACY OF ANY STATEMENT, CHARGE, PAYMENT, OR COMPUTATION MADE UNDER THIS AGREEMENT. THIS RIGHT TO EXAMINE, AUDIT, AND TO OBTAIN COPIES SHALL NOT BE AVAILABLE WITH RESPECT TO PROPRIETARY INFORMATION NOT DIRECTLY RELEVANT TO TRANSACTIONS UNDER THIS AGREEMENT. E. FINALITY - ALL INVOICES AND BILLINGS SHALL BE CONCLUSIVELY PRESUMED FINAL AND ACCURATE AND ALL ASSOCIATED CLAIMS FOR UNDER- OR OVERPAYMENTS SHALL BE DEEMED WAIVED UNLESS SUCH INVOICES OR BILLINGS ARr' OBJECTED TO, IN WRITING, WITH ADEQUATE EXPLANA-7111 AND/OR DOCUMENTATION, WITHIN TWO YEARS AFTER Tj i a 1 0 --- 0"", - qr FIRM-CAPACITly REf IREMENT - HUTCHINSON HERE13Y REPRESENTS AND WARRANTS THAT IT HAS SUFFICIENT FIRM CAPACITY TO (1) PROVIDE THE RESERVED CAPACITY To HCP •+ AWr&VIrdrwt E L-WIAW.- #'0W!4W0*-,A OF THIS AGREEMENT, AND (11) TO PROVIDE HCP WITH FIRM TRANSPORTATION CAPACITY PURSUANT TO A FIRM TRANSPORTATION CAPACITY AGREEMENT UPON RECEIVING WCP's ELE;W, [ON NOTICE. IF DURING THE TERM OF THIS AGREEMENT AND ANY TIME PRIOR TO RECEIPT OFELECTION NOTICE,! RECEIVES A 13ONA- FIDE OFFER FROM A THIRD ! FIRM TRANSPORTATION CAPACITYD PROVIDING PARr -!ice CAPACITY WOULD IMPACT ITS ABILITY TO -A To HCP THE ?,ESEVVED tkt0S! ACCEPTFIRST OFFER TAE FIKai_T.q,&&%'5PC OFFER.PARTIES SHALL ENTER INTO A FIRM TRANSPORTATION CAPACITY AGREEMENT ON THE TERMS AND CONDITIONS OFFERED TO THE THIRD PARTY. FOR FIRM TRANSPORTATION TRANSACTION, OFFER IS IN WRITING, SIGNED BY THE OFFEROR, 'WHI, - -%� •- ! OFFER,THE •'ENFORCEABLE OFFEROR,OFFEROR TO UTILIZE FIRM TRANSPORTATION CAPACITY FROM HUTCHINSON. IF HCP DOES NOTSAID OFFER WITHIN 30 DAYS, HUTCHINSOSHALLBE FREE TO ACCEPTTHIRD-PARTY OFFER.• THIRD -PARTY OFFER IS FOR AMOUNT OF RESERVEDCAPACITY, UPON A WRITTEN EXECUTEDAGREEMENT BEING WITH THE THIRD -PARTY AGREEMENT SHALL TERMINATE WITHOUT ANY FURTHER OBLIGATION OF r THIRD-PARTYLESS THAN THE RESERVED CAPACITY AMOUNT, HCP SHALL RETAIN ITS RIGHT OF - - FTHAT OR COATIRIE Irl FORCE-T?TE7rk-E-3M'T'ATFCYFl CHARGE SET FORTH• OF - OFFER (E.G., IF THE ACCEPTED THIRD PARTY OFFER IS FOR 2,350 DTH, THEN THE RESERVED CAPACITY AND RESERVATION SHALL BE REDUCED By 50%).• , SHALL UTILIZE •_-WINDOWS BASED STEADY-STATENETWORK MODELING TOOL■ TO ASSIST THE ENGINEERING PROFESSIONAL ANALYZE AND DESIGN DISTRIBUTION, GATHERING TRANSMISSION, AND PLANT PIPING SYSTEMS, TO MODEL THE R I ]NG HUTCHINSON PIPELINE IN MAKING THE DETERMINATIONOF IMPACT OF ANY THIRD PARTY CAPACITY REQUEST. HUTCHINSON SHALL UTILIZE SOUND ENGINEERING PRACTICES WHEN D., .. - • f • f, - THIRD PARTY ON SAID TERMS AND CONDITIONS AND CLOSE THE THE TRANSPORTATION CAPAC17Y f THE -D PARTY EXPIRE AND THE PROCEDURES DESCRIBED IN THIS SECTION SHALL AGAIN BE APPLICABLE. REGULAMONS, AND ORDERS, A. APPUCA13LE LAw. SERVICER THIS AGREEMENT SUBJECTf ALL PRESENT FUTURE ORDERS,1 REGULATIONS FEDERAL, OR LOCAL• - # ! • ! ! ♦ ` COMMISSIONBECOME SUBJECT TO REGULATION BY THE PUBLIC UTILITIES OF OF ! OR OTHER STATE OR FEDERAL AGENCY, HUTCHINSON SHALL HAVE THE OPTION, AT ITS SOLE DISCRETION TO PASS ALL REASONABLE f VERIFIABLE COSTS INCURRED DIRECTLY SUCH REGULATION OF THE HUTCHINSON PIPELINE, To HCP ' THE TERM OF — . • ASSIGNMENT. EXCEPT AS " # ! i; — PARTY MAY ASSIGN THIS AGkf,,,, • JHE PRIOR CONSENT• r PARTY, CONSENT• �'"• Rid! o � � . OBLIGATIONSAGREEMENT • - BY OTHER DECLARATION OF ! PROVISION OF AGREEMENT- ! TO 13E INVALID, VOID, OR UNENFORCEABLE- OR OTHER ENTITY HAVING JURISDDETERMINATION NOT ! . VOID, OR MAKE UNENFORCEABLE ANY OTHER PROVISION, AGREEMENT OR COVENANT OF ! THE TO SUCH INVALID, VOID OR UNENFORCEABLE PROVISION AND/OR ANOTHER AMENDMENTSNECESSARY#; ENSURE THAT THE AGREEMENT AS A WHOLE ORIGINAL INTENTIONSOF PARTIES. CONTINUING WAIVER - No WAIVER OF ANY BREACH OF THIS AGREEMENT SHALL BE HELD TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH. -*I. LlmiTA'nON ON AGREEMENT - THE PARTIES EXPRESSLY .......... ACKNOWLEDGE AND AGREE THAT IT 15 NEITHER THE PURPOSE OF THIS AGREEMENT NOR THEIR INTENT TO CREATE A PARTNERSHIP, JOINT VENTURE CONTRACT OR COMPANY, ASSOCIATION OR TRUST, FIDUCIARY RELATIONSHIP OR PARTNERSHIP BETWEEN THEM. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL HAVE ANY AUTHORITY TO ACT FOR OR ASSUME ANY OBLIGATIONS, OR RESPONSIBILITIES ON BEHALF OF, THE OTHER PARTY. E. COMRI, EAPREEMEW - THIS AGREEMENT SETS FORTH ALL UNDERSTANDINGS BETWEEN THE PARTIES AS OF THE EFFECTIVE DATE HEREIN, ANY PRIOR CONTRACTS, UNDERSTANDINGS AND REPRESENTAT'IONS, WHETHER ORAL OR WRITTEN, RELATING TO THE MATTERS ADDRESSED IN THIS AGREEMENT ARE MERGED INTO AND SUPERSEDED BY THIS AGREEMENT. THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITING EXECUTED BY BOTH PARTIES. F. GOVERNING LAW - THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF MINNESOTA, EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS RULE THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION, G. CONFIDENTIALITY ED -NEITHER PARTY SHALL DISCLOSE DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY THE TERMS OF THIS AGREEMENT TO A THIRD PARTY EXCEPT (1) IN ORDER TO COMPLY WITH ANY APPLICABLE LAW, LEGAL PROCESS, ORDER, REGULATION OR EXCHANGE RULE', (11) TO THE EXTENT NECESSARY FOR THE ENFORCEMENTOF AGREEMENT; i TO THE EXTENT NECESSARY TOIMPLEMENT AND PERFORM •-VMI TWE ! OF i i DISCLOSIRE AS ■' HEREWNXERYANX• ► •i PREVENT • R LIMIT THE DISCLOSURE. THE PARTIES SHALL ENFORCE OR RELIEF CONNECTION CONFIDENTIALITYOBLIGATION. SHALL BE KEPT CONFIDENTIAL BY THE PARTIES HERETO FOR ! YEARS FROM THE EXPIRATIONOR TERMINATION OF AGREEMENT. GOVERNMENTALIN THE EVENT THAT DISCLOSURE IS REQUIRED BY A •D7► APPLICABLE PROMPTLYSHALL NOTIFYOTHER PARTY,PRIOR DISCLOSURE, ■ SHALL COOPERATE(CONSISTENT RESTRAINTSDISCLOSING PARTY'S LEGAL OBLIGATIONS) WITH THE OTHER RESPECT TOSUCHDISCLOSURE EXPENSE OF OTHER AUTHORITY ! To ENTER AGREEMENT--EACH PARTY TO THIS AGREEMENTi; WARRANTS THAT i COMPLETE AUTHORITY TO" INTO AND PERFORM AGREEMENT. a PERSON ON BEHALF OF i WARRANTS THAT IT HAS FULL AND COMPLETE AUTHORITY • DO SO AND THAT SUCH PARTY WILL BE BOUND THIS NATURAL GAS FIRM CAPACITY RESERVATION AGREEMENT ENTERED INTO THIS DAY BETWEEN HUTCHINSON AND HCP SHALL CAUSE ALL PREVIOUS NATURAL GAS FIRM CAPACITY RESERVATION AGREEMENTS PREVIOUSLY PUT IN PLACE BETWEEN HUTCHINSON AND HCP To BE NULL AND VOID. J.■ I> -rY BENEFICIARY - THERE IS NO THIR PAR BENEFICIARY TO THIS AGREEMENT. OF THE DATE SPECIRED ABOVE HUrCHINSON LMLMES COMMISSION BY: NAME: TITLE: DATE:: WITNESS: DATE: Aaj HEAFULAND CORN PRODUC' T BY: --T-�YN ? NAME. 0 TITLE: (":') WITNES DATE: �ntcxrxsay Hutchinson Utilities �rnrT�Es Commission 1 ST AMENDMENT TO HEARTLAND CORN PRODUCTS NATURAL GAS FIRM CAPACITY RESERVATION AGREEMENT THE AMENDMENT (THE "AMENDMENT") IS MADE AND ENTERED INTO THIS /�> TH DAY OF SEPTEMBER, 2025 BY HEARTLAND CORN PRODUCTS ("HCP"), LOCATED AT MN-1 9, WINTHROP, MINNESOTA, 55396 AND HUTCHINSON UTILITIES COMMISSION ("HUC") A MINNESOTA MUNICIPAL UTILITY LOCATED AT 225 MICHIGAN ST SE, HUTCHINSON, MINNESOTA, 55350, PARTIES TO THE AGREEMENT DATED DECEMBER 20TH, 2023. 2. THE AGREEMENT IS AMENDED AS FOLLOWS: EFFECTIVE OCTOBER 1 ST, 2025 HEARTLAND CORN PRODUCTS ELECTS TO REDUCE THE FIRM NATURAL GAS CAPACITY RESERVATION AMOUNT FROM 4,700 DTH PER DAY TO 4,300 DTH PER DAY FOR 365 DAYS PER YEAR. EFFECTIVE OCTOBER 1 ST, 2025 HEARTLAND CORN ELECTS TO EXTEND THE TERM OF THE AMENDED AGREEMENT AN ADDITIONAL TWO (2) YEARS EXPIRING ON SEPTEMBER 30TH, 2027 UNLESS MUTUALLY EXTENDED BY BOTH PARTIES. EXCEPT AS SET FORTH IN THIS AMENDMENT, THE AGREEMENT IS UNAFFECTED AND SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS AND CONDITIONS. IN THE EVENT THERE IS A CONFLICT BETWEEN THIS AMENDMENT AND THE AGREEMENT, THE TERMS OF THIS AMENDMENT SHALL PREVAIL. THIS AMENDMENT SETS FORTH ALL TERMS AGREED UPON BETWEEN THE PARTIES, AND NO PRIOR ORAL AMENDMENTS SHALL BE BINDING. THIS AMENDMENT SHALL NOT BE ALTERED, AMENDED OR MODIFIED EXCEPT AS IN WRITING AND EXECUTED BY BOTH PARTIES. HUTCHINSON UTILITIES COMMISSION BY: NAME: _ TITLE: DATE: WITNESS: TITLE: DATE: HEARTLA RN PRODUCTS BY: NAME: TITLE: DATE: ��/' HUTCHINSON UTILITIES COMMISSION Board Action Form &F,WK, MENEMENEMENEENUMEM Agenda Item: Approve Memorandum of Agreement relative to Paid Family Medical Leave (PFML) Presenter: Angie Radke Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OF AGENDA ITEM: Hutchinson Utilities Commission agreement for IBEW #949 dated January 1, 2024 - December 31, 2026 had a provision to Article XX - Health and Disability Insurance to have both parties agree to a re -opener on or before June 1, 2025 to meet and negotiate specifically regarding contributions toward the Paid Family Medical Leave (PFML) premium pursuant to Minnesota Statue 26813.14. Since that time, both parties agreed effective January 1, 2026, the Employer and employee will split the premiums for the Minnesota Paid Family and Medical Leave or an alternative private plan on a 50/50 basis, with the employee share payable through payroll deductions pursuant to Minn. Stat. 26813.14. Employees may utilize accrued paid sick leave to supplement PFML not to exceed 100% of the regular wage of the employee. In the event sick leave is exhausted, employees may utilize other accrued paid leave to supplement PFML not to exceed 100% of the regular wage of the employee. BOARD ACTION REQUESTED: Approve Memorandum of Agreement relative to Paid Family Medical Leave Fiscal Impact: Included in current budget: No Budget Change: No PROJECT SECTION: Total Project Cost: Remaining Cost: MEMORANDUM OF AGREEMENT This Memorandum of Agreement sets forth a mutual agreement between Hutchinson Utilities Commission Employer (hereafter "Employer") and International Brotherhood of Electrical Workers Local 949 (hereafter "Union"). WHEREAS, the Employer and the Union are subject to a Labor Agreement in effect January 1, 2024 until December 31, 2026 (hereafter "Labor Agreement") and WHEREAS, new laws have been passed in Minnesota relative to Paid Family Medical Leave during the duration of the contract; and WHEREAS, the Employer and Union have agreed to the changes to Article XX "Health and Disability Insurance". NOW THEREFORE, the parties agree to the following: The following changes shall be made to Article XX - HEALTH AND DISABILITY INSURANCE of the collective bargaining agreement: Effective January 1, 2026, the Employer and employee will split the premiums for the Minnesota Paid Family and Medical Leave or an alternative private plan on a 50150 basis, with the employee share payable through payroll deductions pursuant to Minn. Stat. 268B.14. Employeesay utilize accrued paid sick leave to supplement PFML not to exceed 100% of the regular wage of the employee. In the event sick leave is exhausted, employees may utilize other accrued paid leave to supplement PFML not to exceed 100% of the regular wage of the emplo ewe. 2. This Memorandum of Agreement represents the complete and total agreement between the parties regarding this matter. IN WITNESS WHEREOF, the parties have caused this Memorandum of Agreement to be executed this j_ day of , 2025 HUTCHINSON UTILITIES COMMISSION INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL Date Date HUTCHINSON UTILITIES COMMISSION ^I'xP61Tti'°" Board Action Form Agenda Item: Approve Large Power Customer Tariff Presenter: Jeremy C Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Staff is requesting the board consider adding a Large Power Customer Tariff to Hutchinson Utilities Commission's (HUC's) current rate classes. This new classification would allow future high load interruptible customers the ability to entertain services from HUC under this classification provided the requirements are met. Factors that differentiate the Large Power Tariff from other rate classes: * Load Factor must be a minimum of 90% * The Electric Service must be interruptible * Minimum Load must be 5 MW's * The Customer must enter into a Power Purchase Agreement with HUC * Customers in this class will be expected to cover the upfront costs of infrastructure needed to service the load. *Customers in this class will be expected to enter into a security & collateral agreement to limit HUC's exposure to the power supply costs. By approving this new Large Power Tariff, the Commission is approving the language specified in the Large Power Customer Tariff to be added to HUC's Customer Service Policies. BOARD ACTION REQUESTED: Approve Large Power Customer Tariff Fiscal Impact: Included in current budget: Yes Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: Large Industrial Service Code 50 and 51 — Applicable to any customer for combined power and lighting with a minimum demand over 4000 KW during any one month in a 12 month period. Service will be delivered at the primary voltage available at the customer's property line. The customer will own and maintain all electrical facilities on the customer's side of the metering transformer. Demand Charge: Energy Charge: Monthly Customer Charge $12.00 per KVA 5.385 cents per KWH $388.60 Power Cost Adjustment - Power cost adjustment is based on the combined costs of purchased power from outside suppliers, fuel (natural gas and fuel oil), and unrecovered or excess revenues from previous month. Computations of power adjustments shall be made monthly. The resultant adjustment, if any, shall be applicable for the month. II , urge Illf° (:)wcur a s°t(:)uirn e ur °°°III°° urlii°ff . III III Il lice ly lle .to any CUS [O irn e it with e iru� li irl li iru� �� iM ee y inelien.0 demand of Clive imegawatUs (SM ). Use of this ...Il. airliff ire Uiires the inegotieUlion and exeeUUlie1r1 Il y the Wsleirneit and II NUC of e lie eir Il)Uirchase agreement eexeirliing II NUC Bests and conlsliiniing slpeeliflie Ueirims an condilions of eiriraingiing seirxliee in addition .to those contained in this .Ueiriiff, CUS[eirneir i Ueke ireUelill thiree...lphase ellectirlie seirxliee at lirsinsimlisslion lira ins feirime xelllsge, CUS[eirneir iMUsU ellse imsliinitaiin e ir"noinlhly heed factor of at Ileest inliinely (y) percent, sellerfleUe as f allllows: lirnieinlh�ly kWh / (y days x 24 IhOUirs Ipeir day x (peak eirnein )l x tyy% %heed factor, ...Il...lhis heed factor eelleLflalioin exellU es any Iiin1eirirLfl) lieir1 Ue .to II/ SO, CUS[eirneir's ellectirlie seirxliee wilHl Il e Iiir teirir%fll)Ulill lle eeeeir Bing .to the epplllieell lle IIWSO ... 4..E /�Iiregireirns air IISO ire Uiireirneir its. heirs inoliflie Il y II SO, II NFU „ air its e��lhoirlise ageagent,1 CUS[eirneir shellll remove the Iiir leiriw pitill lle Ipoirtlion of its heed fireirn II NFU 's systeirn eU CUS[eirneir 14::f6llixeiry Il:1e161r1U, CUS[eirneir eekinoWle ges that the eineirgy pirovided is iir teiriwIplill lle and waives any elleiiims of Mess air daimages dUes .to Iiin1eirirLfl) lieir1. Service wilHl Ile d6liveired at the Ipiriiimairy xellUege 13800/7970 exelillell lle at the CUstoirneir's pirepeirly fine, l he Wsloirneir wilHl own and msliinitaiin ellll ellectirlieell feelill ties oin the CUS[Oirneir's slide of the meteirliing cabinet, HUTCHINSON UTILITIES COMMISSION ^I'�xP61Tti'°" Board Action Form Agenda Item: Approve Power Purchase Agreement & Credit & Security Agreement. Presenter: Jeremy C Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: Staff is recommending approval of the Power Purchase Agreement and Credit & Security Agreement with a large load interruptible customer. Upon approval of the agreements, the customer will be finalizing the purchase of the land and site plans with the City of Hutchinson. In addition, HUC and the customer will finalize the specifications and ordering of the equipment needed to service the future load. It is anticipated the load will come on line in the later half of 2026 barring any set backs on constructing the building and receiving the necessary equipment. BOARD ACTION REQUESTED: Approve Power Purchase Agreement & Credit & Security Agreement Fiscal Impact: Included in current budget: No Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: POWER PURCHASE AGREEMENT BY AND BETWEEN HUTCHINSON UTILITIES COMMISSION AND B-MN DATA CENTERS INC. POWER PURCHASE AGREEMENT This AGREEMENT ("Agreement") is dated as of September 24th, 2025 ("Effective Date") and is by and between Hutchinson Utilities Commission, ("HUC") and B-MN Data Centers Inc. ("Customer") (each individually a "Party," or collectively, the "Parties"). RECITALS WHEREAS, HUC owns and operates a municipal electric utility, existing under the laws of the State of Minnesota, with the exclusive right to provide electric service within its assigned service territory, and with its principal place of business located at 225 Michigan Street SE in Hutchinson, Minnesota; WHEREAS, Customer is a corporation organized under the laws of the State of Delaware, with a principal place of business at 16192 Coastal Highway, Lewes, Delaware 19958; WHEREAS, Customer is desirous of constructing a high -density data center in the city of Hutchinson ("Facility") and seeks to obtain full requirements electric power service from HUC under HUC's Large Power Customer Tariff ("Tariff'), which is attached to this Agreement as Appendix A; WHEREAS, this new service will necessitate the installation of electric facilities by HUC to ensure interconnection of the Facility to HUC's distribution system as defined by HUC or within a separate interconnection agreement; WHEREAS, Customer agrees their peak demand shall not exceed 1 OMW until such time HUC is able to increase delivery up to 20MW. WHEREAS, in accordance with the Tariff, the Parties must enter into a Power Purchase Agreement in order to set the terms of Customer's purchase of energy, capacity, and certain ancillary and interconnection services from HUC; WHEREAS, all costs associated with the provision of Energy under this Agreement, including but not limited to MISO fees, charges, and any costs related to the purchase of Energy, shall be treated as pass - through costs. Such costs will be incurred by the Customer in Real -Time and reflected in the billing statements provided by HUC. NOW THEREFORE, in consideration of the above premises, and mutual covenants and agreements herein contained, the Parties hereby agree as follows: DEFINITIONS The following words and terms shall be understood to have the following meanings when used in this Agreement or in any associated documents entered into in conjunction with this Agreement. Affiliate means, as to any Party, any person (other than a natural person) that directly, or indirectly through one or more intermediaries, (i) controls, is controlled by, or is under common control with such Party, or (ii) is the beneficial owner of fifty percent (50%) or more of any class of equity securities of, or other ownership interests in, such Party or of which such Party is directly or indirectly the owner of fifty percent (50%) or more of any class of equity securities or other ownership interests. Agreement means this Power Purchase Agreement, including the Appendices, as maybe amended, modified or supplemented from time to time, subject to the mutual agreement of both Parties. Capacity which for the purpose of this Agreement shall mean "Zonal Resource Credits" ("ZRC") for and in Local Resource Zone I ("Zone I"), as such is defined in (i) the MISO Open Access Transmission, Energy, and Operating Reserve Markets Tariff, as may be amended from time to time ("MISO Tariff'), and (ii) the MISO Resource Adequacy Business Practices Manual, as may be amended from time to time ("RA BPM", or together with the MISO Tariff referred to as the "MISO Rules") Claims means all third -party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of this Agreement, and the resulting losses, damages, expenses, attorneys' fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. Confidential Information means business plans, strategies, financial information, proprietary, patented, licensed, copyrighted or trademarked information, and/or technical information regarding the design, operation, finances, and maintenance of the Facility, HUC's infrastructure, the project or Customer's business, all documents and other information, whether technical or commercial, relating to the project supplied to it by or on behalf of the Customer that is of a confidential nature, or transmission facilities to serve the Facility, that is not generally available to the public and that contains value in remaining confidential. Notwithstanding the foregoing, the following shall not constitute Confidential Information: (a) Information which was already in a Party's possession prior to its receipt from another Party and not subject to a requirement of confidentiality; (b) Information which is obtained from a third person who, insofar as is known to the Party, is not prohibited from transmitting the information to the Party by a contractual, legal or fiduciary obligation to the Party; and (c) Information which is or becomes publicly available through no fault of the Party. Credit and Security Agreement means the agreement attached hereto as Appendix C between HUC and Customer related to the credit assurances provided by the Customer specifically supporting this Agreement, the terms of which are incorporated herein by reference. Credit Rating means, with respect to any entity, the rating then assigned to such entity's unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P and/or Moody's. Customer means B-MN Data Centers Inc. Customer's Load means the Real -Time Firm Energy provided to Customer under this Agreement. Day Ahead Hourly LMP has the meaning set forth in the MISO Market Rules and Business Practices. Delivery Period means the period as defined in Section 1.4(a). Delivery Points means the point or points designated on Appendix B at which Firm Energy will be delivered to Customer by HUC. Energy means three phase, 60-cycle alternating current electric energy, expressed in megawatt hours. Event of Default means those events by the Defaulting Party set forth in this Agreement. Facility has the meaning set forth in the Recitals to this Agreement. FERC means the Federal Energy Regulatory Commission. Firm Energy means Energy that HUC shall sell and deliver and Customer shall purchase and receive unless relieved of their respective obligations without liability by Force Majeure, but only to the extent that, and for the period during which, either HUC's or Customer's performance is prevented by Force Majeure. Force Majeure means an event or circumstance (i) that prevents one Party from performing its obligations under this Agreement (the "Claiming Party"); (ii) that is not within the reasonable control of or the result of the negligence of the Claiming Party; (iii) that was not anticipated as of the effective date of the Agreement; and (iv) that the Claiming Party, by the exercise of due diligence, is unable to overcome, to avoid, or cause to be avoided. Full Requirements Service means those services described in Section 2.1 of this Agreement. Good Utility Practice means any of the practices, methods, techniques and standards (including the practices, methods, techniques and standards approved by a significant portion of the electric power generation industry, MISO and/or the North American Energy Resource Council) that, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made and having due regard for, among other things, contractual obligations, applicable laws and equipment manufacturer's recommendations, could have been expected to accomplish the desired result in a manner consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, technique or standard to the exclusion of all others, but rather to be a range of possible practices, methods, techniques or standards. Hourly Market Price means the Day Ahead Hourly LMP or the Real -Time Hourly LMP price for the HUC CPNode(s) as determined by MISO for the applicable hour and currently published at Market Reports (misoenergy.org). The Day Ahead Hourly LMP or the Real -Time Hourly LMP is elected by Customer. LMP means locational marginal price as established in accordance with applicable MISO rules and business practices. Load Factor means {monthly kWh / (30 days x 24 hours per day x peak demand)} x 100% = % load factor. Market Participant - Capacity means the agency (third -party or HUC) responsible for administering capacity requirements for Customer with the MISO market. Market Participant - Energy means the agency responsible for administering energy, transmission, and administrative requirements with the MISO market. Currently, HUC is the Market Participant that administers HUC's Energy transactions in the MISO market. Market Rules and Business Practices means the market rules, manuals and procedures adopted by MISO, as may be amended from time to time, and as administered by MISO to govern energy and capacity operations within MISO. Metering has the meaning set forth in section 1.4(d). MISO means the Midcontinent Independent System Operator. MISO Programs shall mean the MISO Load Management Resource Program, MISO DDR-1 Program, Real -Time Energy Optimization, or such other MISO interruptible programs authorized by MISO, as may be modified by MISO from time to time. MW means Megawatt. MWh means Megawatt -hour. NERC means the North American Electric Reliability Council. Non -Defaulting Party means the Party that has not experienced an Event of Default. Real -Time Hourly LMP has the meaning set forth in the MISO Market Rules and Business Practices. Term is defined in Section 1.3. ZRC (Zonal Resource Credit) is defined according to MISO, as may be amended, and currently, one megawatt ("MW") of the reliable capacity that can be attributed to each resource that clears the capacity auction and converted to a credit in the Module E Capacity Tracking Tool, which is eligible to be offered by a market participant into the planning resource auction for and in Zone 1 and qualifies to satisfy the resource adequacy requirements of Module E-1 of the MISO Tariff. ARTICLE 1: TERM, ELECTRIC SERVICE, AND DELIVERY PROVISIONS 1.1 Intent and Interpretation. The Parties acknowledge and agree that the Customer shall be responsible for all components of costs attributable to providing or arranging Full Requirements Service to Customer, including, but not limited to, capacity costs, transmission costs, facilities and equipment costs, including construction and installation costs, energy, demand, renewable energy requirements and the costs of compliance with energy regulatory provisions, MISO costs and all applicable MISO services, wholesale provider costs, and administrative costs. The Parties acknowledge and agree that HUC's service to Customer shall not prejudice HUC's service to its remaining customers. 1.2 Term. The term of this Agreement ("Term") shall begin as of the Effective Date and continue for an initial term of 5 (five) years unless this Agreement is terminated earlier pursuant to the provisions of this Agreement allowing for termination in the event of a breach or default by either of the Parties ("Early Termination"). The Term may be extended for successive five-year terms, or such other interval at the discretion of the Customer, upon provision of written notice to be provided no later than 6 (six) months prior to the end of the initial or any subsequent Term. 1.3 Electric Service and Delivery. (a) Delivery Period. The Delivery Period shall commence on the date the Facility is completed by the Customer (Commercial Operations Date or "COD"). Prior to COD, Customer shall be eligible to obtain temporary power in accordance with HUC's current policies and procedures. (b) Equipment; Connection Facilities and Infrastructure. HUC shall own, operate, and maintain all equipment up to and including the Delivery Point required to provide Full Requirements Service under this Agreement. Customer shall interconnect to HUC's system in accordance with HUC's service extension rules and policies, as published in HUC's Electric Service Requirements and Charges Policy. Customer shall be responsible to install, own, operate, and maintain all facilities required for it to receive Energy at the Delivery Point. (c) Customer CPNode. HUC shall establish a separate Commercial Pricing Node (CPNode) in accordance with applicable MISO Market Rules and Business Practices in order to enable financial settlement of Energy transactions on behalf of Customer. (d) Metering. HUC agrees to furnish, install, and maintain suitable metering to measure Energy delivered under this Agreement on the primary side of the transformer(s) serving the Facility. Meter testing procedures, procedures for correcting errors and other requirements shall be in accordance with local ordinance and currently applicable HUC policies and procedures published in: HUC's Electric Service Requirements and Charges Policy. Customer shall be granted read-only access to metering for operations. ARTICLE 2: SALE AND PURCHASE OF ELECTRIC POWER AND ENERGY 2.1 Full Requirements Service. Pursuant to the terms of this Agreement, HUC agrees to provide, sell, and deliver and Customer agrees to take and pay for all of the Energy for Customer's Load. Capacity shall be obtained pursuant to section 2.3 and 2.5, below. HUC is solely responsible to undertake such actions with respect to MISO that are necessary to provide Full Requirements Service for Customer's Load in each hour, subject to Article 6 and applicable MISO rules and business practices. Subject to Article 6, HUC shall arrange for Full Requirements Service regardless of changes in Customer's Load during each hour arising from daily fluctuations, increased or decreased usage, extreme weather and similar events up to the maximum level described in Section 9.2. 2.2 Cost -Effectiveness. When the Facility becomes operational, charges for electric service shall be market -based as set forth in this Agreement in accordance with sections 2.3 and 2.5, below, with the intent of providing the Customer with the most cost-effective means of meeting its Energy and Capacity requirements. Customer assumes all risks of such market pricing, including changes in prices and rates. To implement this market -based rate, HUC and Customer agree to meet annually, or at such times as the Parties may agree, to discuss market Energy pricing under this Agreement. At such meetings, Customer will provide an estimate in spreadsheet format of its anticipated load and load growth for a minimum of a one -month period. The Parties will then work with each other to identify the type of transaction (fixed or variable) as well as the term and other aspects of Energy transaction(s) suitable to meet Customer needs in lieu of market -based Energy purchases. The Parties will then discuss and mutually agree in writing on the Energy transaction(s) desired. HUC shall then obtain a price for such Energy transaction(s) and present it to the Customer for approval. If approved, HUC shall be obligated to enter into the Energy transaction and Customer shall be obligated for payment. For clarity, all Energy transactions scheduled or contracted for on behalf of the Customer through bilateral agreements, as opposed to market -based purchases, shall be recovered on a pass -through basis directly from the Customer, plus the Adder as defined herein. 2.3 Firm EneM. Subject to section 2.2, above, Customer shall purchase from HUC the Firm Energy at the Hourly Market Price plus an adder of $.005 per kWh to cover distribution system costs, administrative costs, including to implement this Agreement, franchise fees, CIP (as defined herein), and other service -related costs not otherwise designated in this Agreement ("Adder"). The Adder shall be calculated on a monthly basis in accordance with the Tariff with a monthly minimum Load Factor of 90%. If the monthly Load Factor drops below 90% in a given month, the Adder will track Customer's actual load down to a minimum payment of no less than 60%of the maximum demand of the previous 6 (six) consecutive months. However, if the monthly Load Factor drops below 90% for 2 (two) consecutive months, the Adder will be applied at 90% of maximum demand of the previous 6 (six) consecutive months. For example, if the maximum demand of the previous 6 (six) months were 10 MW, the first month below 90% Load Factor would be subject to an Adder of $29,200 (10,000 kWh x 730 hours x $0.005 x 0.80), whereas subsequent months below 90% Load Factor would be subject to an Adder of $32,850 (10,000 kWh x 730 hours x $0.005 x 0.90). The monthly Load Factor calculation excludes any interruption due to MISO, extreme weather, and/or any provision in Article 6. Provided the Customer pays the minimum monthly payments designated above, the Customer shall not be considered to be in default under the terms of this Agreement even if the monthly Load Factor in any given month is less than 90% 2.4 MISO Collateral. Customer shall be responsible for all MISO collateral requirements for Customer's Load and all applicable charges for Firm Energy required by MISO to supply Customer's Load obligation at the Delivery Point in accordance with MISO's Market Rules and Business Practices. The MISO collateral deposit will be determined annually by HUC, as described in more detail in Appendix C. 2.5 Capacity. Customer shall provide HUC with any contracts it has with Market Participant Capacity third -party providers and shall work with HUC in good faith to ensure that such services are consistent with the commercial intent of this Agreement. Such contracts shall indicate to HUC that the total Capacity obligations of the Customer for the upcoming MISO planning year shall be fulfilled by the Customer. If Customer intends to assign Capacity to HUC, Customer shall submit the appropriate transaction(s) in MISO's MECT to electronically assign the Capacity to HUC, and HUC shall confirm the appropriate transaction(s) so submitted by the Customer, no later than one (1) Business Day before each Planning Resource Auction, as such term is defined in the MISO Tariff, for the applicable Planning Year, all in accordance with the MISO Rules and any MECT requirements. If Capacity obligations required to serve Customer's Load are not met by Customer, Customer agrees to provide HUC with an attestation of anticipated load prior to February 1 of each contract year during the Term, beginning with the 2026 planning cycle. Upon attestation, the Customer shall deposit an amount of cash equivalent or ZRC to the amount that equals the product of the anticipated highest monthly peak MW demand times MISO Cost of New Entry for the applicable planning year as a form of prepayment. HUC will then provide a true -up of the capacity prepayment once the actual auction price is known for the applicable planning year, as described in more detail on Appendix C. For clarity, for service year 2025/2026, the required deposit will be due ten (10 business days) before February 1, 2026. 2.6 Load Management. To offset the cost of volatile and rising capacity market prices, Customer may register its Facility in the third -party Price Response (PR) and/or Operating Reserve (OR) and/or demand Response (DR) program or a mutually -agreed upon equivalent program. These programs allow Customer to participate as a Planning Resource to receive an offsetting capacity credit from MISO, based on the amount of expected demand during the MISO Planning Year ("PY") by season. The costs of administering this program shall be the responsibility of Customer. Based on Customer's forecast, Market Participant — Capacity will register Customer every November before the next PY. Should Customer need to request a change to its expected forecasted demand, Customer will inform Market Participant — Capacity and HUC as soon as possible, but no less than 2 months before the next MISO capacity auction, and such requested change shall only be allowed if MISO approves. Customer shall inform HUC and Market Participant — Capacity of its Firm Service Load (the load that cannot be curtailed by MISO) in each Season of the PY. Once the MISO LMR registration period ends, Market Participant - Capacity shall transfer to Customer (or, upon mutual agreement of the Parties and market -value compensation, to HUC or its authorized agent), the ZRC Capacity equivalent, based on Customer's LMR participation level. Such ZRC amount shall be added to the HUC capacity forecast that is submitted to MISO for the upcoming PY. To the extent the amount of ZRC transferred by Market Participant — Capacity or HUC's authorized agent is less than the amount submitted to MISO, Customer shall pay the difference to HUC at the then market price for bi-lateral capacity, which such cost shall be confirmed by Customer at least 8 weeks before the auction start date. Upon registration, Customer and/or third -party market participant shall assume all underperformance liability in the MISO LMR program for the duration of the PY. Underperformance penalties specifically include but are not limited to: (a) Energy penalties assessed by MISO directly attributable to Customer failing to reach its committed performance, according to BPM 11 section 4.2.7 and Section 69A.3.9 of Module E-1 of the MISO tariff, as may be amended, and (b) capacity penalties assessed by MISO due to resource disqualification according to BPM 26 and Section 69A.3.9 of Module E-1 of the MISO tariff, as may be amended. 2.7 Transmission Service. Transmission Service shall be provided by HUC in accordance with HUC's applicable network integration transmission service agreements and paid for by Customer at its sole expense, as a pass through based on reporting of GRE's peak load hour of a given month base on the Customer CPNode. Customer appoints HUC as Customer's agent to arrange for such transmission and any ancillary services. 2.8 Customer Contribution in Aid of Construction To initiate HUC's design, procurement, or construction of the required electric facilities for the new electric service required by Customer, Customer agrees to pay HUC as a "Contribution in Aid of Construction" ("CIAC"), as defined in Appendix D to this Agreement. The estimated total cost of distribution facilities required to be extended from HUC's substation to the Delivery Point will be mutually agreed upon by HUC and Customer. Appendix D provides the estimated infrastructure costs capable of delivering up to 20MW, including estimated professional service costs for pre -construction engineering, detailed design, construction period, legal, and administrative fees. The CIAC shall be paid by Customer within 30 (thirty) business days after the delivery of the equipment and before the start date of the construction. Upon completion of construction, the final CIAC charge shall be balanced to equal the actual costs of construction, provided that such costs do not exceed the initially agreed cost of $250,000. After a pattern of peak load usage establishes the average new monthly billed kW demand of Customer, not to exceed 6 months from energization, an embedded cost credit (the "Cost Credit"), will be calculated and refunded by HUC to Customer in monthly credits equaling 1/36t' of the actual CIAC paid by Customer until repaid in full. Cost Credit refunds will only be provided to Customer on the monthly bills from HUC if Customer is current on utility accounts. 2.9 State and Federal Renewable Obligations. During the Term of this Agreement, payment of the Customer's load ratio share of the cost of Renewable Energy Credits obtained to meet HUC's renewable portfolio and carbon -reduction obligations under Minnesota law shall be included in the Adder up to a Renewable Energy Credit cost of $2 per MWhr. If Renewable Energy Credit costs increase above $2 per MWhr during the term of this Agreement both Parties agree to meet and mutually agree upon responsibility for the incremental cost increase above $2 per MWhr based on current operations. If the parties cannot agree upon this responsibility, then the Customer has the right to terminate the Agreement without penalty by providing at least a 60-days advance notice and paying in full all amounts owing under the Agreement until the effective date of termination. 2.10 CIP. Customer shall pay the cost of HUC's compliance with Minnesota's Conservation Improvement Program incurred through entry into this Agreement, currently equivalent to 1.5% of HUC gross retail electric sales. Such costs are currently included in the Adder. Should State requirements be eliminated or modified for CIP compliance, at any time within the duration of this Agreement, related to data centers activities, Customer will be notified by HUC and Adder adjusted accordingly. 2.11 Taxes. Customer is responsible for all applicable federal and state taxes related to the Full Requirements Service. In addition, HUC reserves the right to impose state and local taxes on Customer, including sales tax. Such taxes shall be applied in a non-discriminatory manner and in conformity with applicable law. 2.12 Customer Right of First Refusal for Additional Capacity. During the term of this Agreement, Customer shall have a right of first refusal on additional Capacity equal or above 2 MW in the event HUC has the capacity and is looking to grant Capacity and sell such Energy to any other entity (including such entity's parent, subsidiary, sister company, affiliate (whether formal or informal), or agent) operating in a data center or artificial intelligence industry. During the period covered in this section, in the event HUC receives an opportunity to grant Capacity and sell Energy to such a competing purchaser, HUC shall give the Customer a written notice and ninety (90) calendar days to elect to obtain such additional Capacity equal or above 2 MW offered to the competing purchaser at the bona fide price which HUC would otherwise accept from the competing purchaser. In the event Customer elects to purchase any or all such Energy equal or above 2 MW's offered to the competing purchaser, the Parties will negotiate and execute the necessary documentation. In the event Customer does not affirmatively state its intention to obtain such additional Capacity within the applicable period stated in this section, or in the event Customer does state such intentions but subsequently fails to execute the necessary documentation, HUC shall be free to grant Capacity and to sell such Energy to the competing purchaser. 2.13 MISO Program Requirements. Customer acknowledges and agrees that its electric service must at all times remain qualified under the MISO Programs. Customer shall fully comply with the requirements of the MISO Programs. Customer acknowledges and agrees that it is solely responsible for all penalties or charges due to the failure to comply with the MISO Programs, including during any noticed default or attempt to cure period. The failure to comply with the MISO Programs' requirements constitutes a material breach of the Agreement and subject to termination by HUC, if such material breach is not remedied within thirty (30) days after written notice. Customer shall fully cooperate and respond promptly to requests for information from HUC or its authorized agent to assure initial and on -ongoing registration in the MISO Programs, including annual testing requirements and execution of documents reasonably required therefore. 2.14 Interruptible Service. Customer's electric service will be interruptible according to the applicable MISO Programs or MISO requirements. When notified by MISO, HUC, or its authorized agent, Customer shall remove the interruptible portion of its load from HUC's system at Customer Delivery Point. Customer acknowledges that the Firm Energy purchased is interruptible and waives any claims of loss or damages dues to interruption. 2.15 Resale Prohibited. As a retail end user under Minnesota law, Customer is prohibited from reselling any Energy or Firm Energy under this Agreement. 2.16 All Requirements. During the term of this Agreement Customer agrees not to purchase electric power or energy within HUC's electric service territory from any person or party other than HUC, and, in consideration of the undertakings by HUC to arrange service to Customer, not to construct generation to serve Customer's Load. 2.17 Tariff. In addition to the terms and conditions contained in this Agreement, service to Customer shall also be subject to the terms and conditions contained m HUC's Large Power Customer Tariff, attached as Appendix, A and the applicable HUC electric service regulations. 2.18 Governmental Mandates. If a governmental authority imposes any charge on HUC that increases HUC's cost of serving Customer under this Agreement, including, without limitation, any tax, fee, assessment, renewable energy or generation requirement, conservation improvement mandate, environmental tax or assessment, transmission requirement, then HUC shall be entitled to recover those increased costs from Customer. If the Customer is not agreeable to the increased costs imposed on HUC related to the Customers operations the Customer has the right to terminate the Agreement without penalty by proving at least 60-day advance written notice and paying in full all related costs incurred in providing Firm Energy to HUC under this Agreement. 2.19 Character and Continuity of Service. Service to Customer will be scheduled or dispatched in accordance with Good Utility Practice, subject however to transmission arrangements and agreements that HUC is a party to, MISO rules, regulations, curtailments and availability, and Section 2.21. 2.20 Emergency Interruptions. HUC or its authorized agent, including, but not limited to MISO, may temporarily interrupt, or reduce deliveries of electric energy to Customer if HUC, its authorized agent, or MISO determines that such action is necessary in case of emergencies, including MISO requirements. HUC in good faith will provide as much advance notice as possible to the Customer in an Emergency Interruption scenario. 2.21 Planned Interruptions. HUC or its authorized agent may interrupt or reduce deliveries of electric energy to Customer to install equipment in or make repairs to or replacements, investigations, and inspections of or to perform other maintenance work on the distribution facilities and apparatuses. In the event of any temporary interruption or reduction of deliveries of electric energy due to such planned interruptions, the Customer will receive as much advance notices as reasonably possible from HUC, and the Customer shall not be responsible, or required to pay, for any period of temporary interruption or reduction. The provisions of Section 2.24 shall apply. 2.22 Future Phases. Customer shall provide advance written notice of any additional requests for future phases requiring additional power resources above the level identified in 9.2(a), The Parties shall negotiate the terms and conditions of this additional level of sales if/when Customer requests expansion. The Parties recognize that HUC may be restricted in the amount of potential sales due to limitations outside of its control. ARTICLE 3: BILLING FOR UTILITY SERVICE 3.1 Billing for Utility Service. In each month during the Delivery Period, HUC shall calculate all charges due under this Agreement, including pass through of MISO charges and any taxes, fees, and levies in accordance with the applicable ordinance. Quantities determined under this Article 3 may be estimated and subject to a settlement process in accordance with applicable MISO Market Rules and Business Practices, quantities used in calculations shall be subject to adjustment, whether positive or negative, in subsequent months' calculations. Because there may be various Energy transactions on a month -by -month basis, per section 2.2, above, the billing may include fixed and or variable rates. All charges for utility service shall be billed in accordance with Section 3.2 below. 3.2 Payment. (a) Invoice and Payment Date. On or before the 12th day at the beginning of each month HUC shall prepare and deliver to Customer via facsimile, email or other electronic transmittal, a billing statement showing the amounts payable to HUC for service for the previous month under this Agreement. Customer shall pay HUC any amounts due and payable hereunder on or before the tenth (10th) day after the date of receipt of such invoice, or if such day is not a business day, then on the next business day. (b) Payment Method and Interest. All invoices shall be paid by electronic funds transfer, or by other mutually agreeable same -day fund method(s), to the account designated by HUC. Payments may be made by credit cards, however administrative fees associated with credit card use will be passed on to Customer, consistent with HUC policy. If all or any part of any amount due and payable pursuant to this Agreement shall remain unpaid thereafter, interest shall thereafter accrue and be payable to HUC in accordance with the applicable policy. 3.3 Billing Disputes. If Customer, in good faith, disputes an invoice, it shall immediately notify HUC of the basis for the dispute and, if the invoice has not yet been paid, pay all of such invoice no later than the due date. Upon resolution of the dispute, any required payment or refund shall be made within ten (10) business days of such resolution along with any accrued interest from and including the due date to but excluding the date paid. 3.4 Delinquent Amounts; Disconnection. Customer bills become delinquent if not paid on or before the due date shown on bill and service may be discontinued for delinquency upon ten (10) days written notice to Customer. Additionally, HUC may draw upon assurances as provided in the Credit and Security Agreement for delinquent amounts and cease arranging Full Requirement Service. 3.5 Reconnection Request. Before HUC considers any request by Customer for reconnection of service, all account balances must be paid in full. Before reconnecting service, HUC may require a reconnect charge, deposit, assessment, security, or other appropriate conditions to assure payment. ARTICLE 4: PERFORMANCE ASSURANCE Prior to any service being provided under this Agreement, Customer shall provide performance assurance to HUC as provided in the Credit and Security Agreement in Appendix C. ARTICLE 5: DEFAULT AND REMEDIES 5.1 Customer Events of Default. Any one or more of the following shall constitute an "Event of Default" hereunder with respect to Customer: (a) The failure to make, when due, any payment required pursuant to this Agreement (other than payments disputed under Section 3.3) if such failure is not remedied within five (5) business days after written notice; (b) Any representation or warranty made Customer herein is false, incorrect, or misleading in any material respect when made or when deemed made or repeated if such false or misleading representation or warranty is not remedied within thirty (30) days after written notice; (c) The failure by Customer to provide or maintain security as set forth in Appendix C "Large Power Credit and Security Agreement" if such failure is not remedied within five (5) business days after written notice; (d) For an Event of Default other than failure to pay, the failure by Customer to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default as specified above), if such failure is not remedied within thirty (30) days after written notice; (e) Customer (i) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due, if such failure, filing or commencement of a proceeding or cause of action is not remedied within thirty (30) business days after written notice; or (f) Customer consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such action, the resulting, surviving, or transferee entity fails to assume all the obligations of Customer under this Agreement in a manner reasonably satisfactory to HUC. 5.2 Hutchinson Utilities Commission Events of Default. (a) Any representation or warranty made herein is false, incorrect, or misleading in any material respect when made or when deemed made or repeated if such false or misleading representation or warranty is not remedied within ten (10) Business Days after written notice; (b) HUC fails to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default as specified above or otherwise excused by Force Majeure) if such failure is not remedied within thirty (30) days after written notice. 5.3 Remedies for an Event of Default In the event of a Customer Event of Default per Section 5.1, HUC shall have the right to impose such remedies as may be provided in accordance with applicable law or any other appropriate legal or equitable remedies, including the right of specific performance, monetary damages, termination of this Agreement, or to disconnect the Customer from service. In the event of an Event of Default by HUC, Customer shall have the right to (a) terminate this Agreement by delivering written notice or (b) seek appropriate legal and equitable remedies, including the right of specific performance or monetary damages. All rights and remedies set forth in this Agreement shall be cumulative and in addition to the Parties' right and remedies at law or in equity, subject, however, to any limitation on damages, fees, and costs as provided for in this Agreement. ARTICLE 6: CURTAILMENT, TEMPORARY INTERRUPTIONS AND FORCE MAJEURE 6.1 Curtailment. If there is a constraint on the distribution or transmission system requiring HUC to curtail Firm Energy deliveries to Customer, then upon being notified by MISO, HUC, or its authorized agent of such requirement to curtail, Customer will promptly comply in two (2) hours or less. It is the express intention of this provision that any curtailment order issued to HUC shall fall equitably on all end use loads within the affected control area and the load served by HUC. If Customer fails to comply, HUC shall be entitled to limit delivery of Firm Energy to Customer to effectuate the curtailment requirements during the period any shortage exists. HUC shall not incur any liability to Customer in connection with any such action so taken by HUC. 6.2 Temporary Interruptions. HUC will use reasonable diligence in undertaking its obligations under this Agreement to furnish Firm Energy to Customer, but HUC does not guarantee that the supply of Firm Energy furnished to Customer will be uninterrupted, or that voltage and frequency will be at all times constant. Temporary interruption of Firm Energy deliveries hereunder shall not constitute a breach of the obligations of HUC under this Agreement, and HUC shall not in any such case be liable to Customer for damages resulting from any such temporary interruptions of service. To the extent practicable, Customer shall provide HUC advance notice of all planned or unplanned equipment changes or load interruptions, including interruptions associated with third -party load side management services in order to optimize energy market scheduling activities. For clarity, it is acknowledged that such notice may be by electronic mail or other electronic means and shall not be deemed to constitute an Event of Default under section 5.1(d), above. 6.3 Force Maieure. To the extent a Claiming Party is prevented by Force Majeure from carrying out, in whole or in part, its obligations under this Agreement and the Claiming Party gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement, other than the obligation to make payments due or becoming due with respect to performance before the Force Majeure. The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non -Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure. The suspension of performance shall be of no greater scope and of no longer duration than is required by the Force Majeure. The non -performing Party shall use commercially reasonable efforts to remedy its inability to perform; and when the non- performing Party is able to resume performance of its obligations under this Agreement, that Party shall promptly give the other Party written notice to that effect. 6.4 Force Maieure Exceptions. Force Majeure shall not be based upon (1) the loss of Customer's Load; (2) Customer's inability to economically use or receive the Firm Energy; or (3) HUC's ability to resell the Firm Energy at a price greater than the pricing set forth in the Agreement. Disconnection of Service. If HUC in its sole discretion determines a safety issue, or system emergency that jeopardizes the Customers property and equipment HUC may immediately disconnect service to the Customer. HUC in good faith will attempt to communicate with Customer as early as possible if an instance occurs under this section. ARTICLE 7: NOTICES, REPRESENTATIVES OF THE PARTIES 7.1 Notices. Any notice, demand, or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing. Such notice shall be sent by facsimile, electronic messaging (confirmed by telephone), courier, personally delivered or mailed, postage prepaid, to the representative of the other Parties designated in this Article 9. Any such notice, demand, or request shall be deemed to be given (i) when received by facsimile or electronic messaging, (ii) when actually received if delivered by courier, overnight mail or personal delivery, or (iii) three (3) days after deposit in the United States mail, if sent by first class mail. Notices and other communications by HUC to Customer shall be addressed to: B-MN Data Centers Inc. Attn: CEO 16192 Coastal Highway Lewes, Delaware 19958 Notices and other communications by Customer to HUC shall be addressed to: Hutchinson Utilities Commission Attn: General Manager 225 Michigan Street SE Hutchinson, MN 55350 7.2 Authority of Representative. The Parties' representatives designated in Section 7.1 shall have full authority to act for their respective principals in all technical matters relating to the performance of this Agreement. The Parties' representatives shall not, however, have the authority to amend, modify or waive any provision of this Agreement unless they are authorized officers of their respective entities and such amendment, modification or waiver is made pursuant to Article 14. ARTICLE 8: LIABILITY AND RELATIONSHIP OF PARTIES 8.1 Limitation on Consequential, Incidental and Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTHWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER CUSTOMER NOR HUC, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, MEMBERS, PARENTS OR AFFILIATES, SUCCESSOR OR ASSIGNS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES, SUCCESSORS OR ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY OR THEIR RESPECTIVE MEMBERS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS OR ASSIGNS, FOR CLAIMS, SUITS, ACTIONS OR CAUSES OF ACTION FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, PROVIDED HOWEVER THAT THIS LIMITATION SHALL NOT APPLY (A) TO LIMIT THE LIABILITY OF A PARTY WHOSE ACTIONS GIVING RISE TO SUCH LIABILITY CONSTITUTE NEGLIGENCE OR WILLFULL MISCONDUCT. THE PROVISIONS OF THIS SECTION 8.1 SHALL APPLY REGARDLESS OF FAULT AND SHALL SURVIVE TERMINATION, CANCELLATION, SUSPENSION, COMPLETION OR EXPIRATION OF THIS AGREEMENT 8.2 Responsibilities. Each Party shall be responsible for its own acts or omissions and the results thereof to the extent authorized by law and shall not be responsible for the acts or omissions of any others and the results thereof. HUC assumes no responsibility of any kind with respect to the maintenance or operation of the Facility, Customer's equipment, system, or other property owned or used by Customer; Notwithstanding anything to the contrary above, HUC does not waive any liability limitations applicable to it as a municipal entity under any applicable Minnesota law or statute limiting its indemnification obligations. 8.3 Title: Risk of Loss. Title to and risk of loss related to the Full Requirements Service shall transfer from HUC to Customer at the Delivery Points. HUC warrants that it will deliver Full Requirements Service to Customer free and clear of all claims or any interest therein or thereto by any person arising prior to the Delivery Points. 8.4 Immunity. Nothing contained in this Agreement shall in any way affect or impair the HUC's immunity or the immunity of its commissioners, officials, employees, agents, attorneys, consultants, or independent contractors, whether on account of official immunity, legislative immunity, statutory immunity, discretionary immunity or otherwise. Nothing contained in this Agreement, including any provisions regarding obtaining insurance or otherwise being insured, shall in any way affect or impair the limitations on HUC's liability or the liability of HUC's commissioners, officials, employees, agents, attorneys, consultants, or independent contractors set forth in Minnesota Statutes, Chapter 466, as such statute may be amended, modified, or replaced from time to time. By entering into this Agreement, HUC does not waive any rights, protections, or limitations provided to HUC or its commissioners, officials, employees, agents, attorneys, consultants, or independent contractors under the various rules of governmental immunity or under Minnesota Statutes, Chapter 466, as such statute may be amended, modified, or replaced from time to time. ARTICLE 9: REPRESENTATIONS AND WARRANTIES 9.1 HUC and Customer each represent and warrant to the other that: (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) It has all requisite power and authority (corporate and otherwise) to enter into and carry out the terms of this Agreement; (c) The execution, delivery, and performance of this Agreement are within its powers, have been duly authorized by all necessary action, and do not violate any of the terms and conditions in its governing documents, including, but not limited to any organizational documents, charters, by-laws, indentures, mortgages, or any other contracts or documents to which it is a party or any law, rule, regulation, order or the like applicable to it; (d) This Agreement, and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; (e) It is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it, which would result in it being or becoming bankrupt; and (f) There is not pending or, to its knowledge, threatened against it any legal or administrative proceedings that could materially and/or adversely affect its ability to perform its obligations under this Agreement. (g) No event has occurred and is continuing which would constitute, or upon the passage of time or the giving of notice or both could constitute, directly or indirectly, a default under this Agreement. (h) No action has been taken that could give rise to a valid claim for a brokerage commission, finder's fee, or other like payment. 9.2 HUC represents and warrants to Customer that: HUC will have all necessary infrastructure in place to serve Customer as set forth in this Agreement up to twenty (20) megawatts of power, provided that Customer performs its obligations in this Agreement. 9.3 Customer represents and warrants to HUC that: Customer shall provide and maintain suitable protective devices on its equipment to prevent any loss, injury, or damage that might result from single phasing conditions or any other fluctuations or irregularity in the supply of Energy. HUC shall not be liable for any loss, injury or damage resulting from a single phasing condition or any other fluctuation or irregularity in the supply of Energy which could have been prevented by Customer's use of such protective devices. ARTICLE 10: ASSIGNMENT 10.1 General Prohibition Against Assignments. Except as provided in Section 10.2 below, no Party shall assign, pledge or otherwise transfer this Agreement or any right or obligation under this Agreement without first obtaining the other Parry's written consent, which consent shall not be unreasonably withheld or delayed. 10.2 Exceptions to Prohibition Against Assignments. A Party may, without the other Party's prior written consent, (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements; (ii) transfer or assign this Agreement to an Affiliate of such Party (which Affiliate shall be of equal or greater creditworthiness); or (iii) transfer or assign this Agreement to any person or entity succeeding by merger or by acquisition to all or substantially all of the assets whose creditworthiness is equal to or higher than that of the assigning Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof. 10.3 Consent to Assignment. HUC agrees that, if requested by Customer, HUC will sign a consent to a collateral assignment of this Agreement to Customer's lender(s) typical for project finance and in accordance with Section 10.2. ARTICLE 11: CONFIDENTIALITY 11.1 Confidential Information. To the extent permitted by law, all Confidential Information shall be held and treated by the Parties and their agents in confidence and used solely in connection with this Agreement. Customer understands that HUC is a public entity that is subject to the Minnesota Governmental Data Practices Act, Minnesota Statutes, Chapter 13 (the "Act"). Customer's electric usage levels and other identifying information of the Customer ("Customer Data") is protected by the Act. 11.2 Disclosure. Notwithstanding the foregoing, Customer acknowledges and agrees that this Agreement requires close communication with MISO and HUC's authorized agents. Customer authorizes and consents to HUC providing Customer Data to MISO, a third party, Market Participant — Capacity, and HUC's authorized agents for the purpose of design, planning, engineering, construction, installation, performing, supply, transmission, distribution, billing, collecting, and enforcing this Agreement. In addition, Confidential Information may be disclosed: (a) to regulatory authorities of competent jurisdiction or as otherwise required by applicable law, regulation, or order, (b) as part of any required, periodic filing or disclosure with or to any regulatory authority of competent jurisdiction and (c) to third parties in connection with merger, acquisition/disposition, and financing transactions provided that any such third party shall have signed a confidentiality agreement with the disclosing party containing customary terms and conditions that protect against the disclosure of the Confidential Information and that strictly limit the recipient's use of such information only for the purpose of the subject transaction and that provide for remedies for non-compliance. 11.3 Notice. In the event that a Party ("Disclosing Party") is requested or required to disclose any Confidential Information under Sections 11.1 and 11.2, above, and subject to the requirements of the Minnesota Data Practices Act, the Disclosing Parry shall provide the other Party with prompt written notice of any such request or requirement, so that the other Party may seek an appropriate protective order, other confidentiality arrangement or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order, other confidentiality arrangement or the receipt of a waiver hereunder, the Disclosing Party, in the opinion of counsel, is compelled to disclose Confidential Information, the Disclosing Party may disclose that portion of the Confidential Information which the Disclosing Parry's counsel advises that the Disclosing Party is compelled to disclose. ARTICLE 12: REGULATORY AUTHORITIES Each Party shall perform its obligations hereunder in accordance with applicable law, rules, and regulations. Nothing contained herein shall be construed to constitute consent or acquiescence by either Party to any action of the other Party which violates the laws of the United States as those provisions may be amended, supplemented or superseded, or which violates any other law or regulation, or any order, judgment, or decree of any court or governmental authority of competent jurisdiction. The Parties understand and acknowledge that there may be changes in state and federal laws that regulate the energy industry which may materially affect this Agreement. In the event of any such changes, the Parties shall confer in order to determine what modifications to the Agreement, if any, are necessary to preserve the Parties' mutual interest and commercial intent of the Agreement. If the Parties cannot mutually agree on such modifications within six (6) months of one Party receiving written notice from the other Party of the need to modify Agreement terms, the Parties may agree to invoke the alternative dispute provisions below. ARTICLE 13: DISPUTE RESOLUTION 13.1 Resolution by Officers of the Parties. In the event of any dispute among the Parties arising out of or relating to this Agreement, the Parties shall refer the matter to their duly authorized officers for resolution who shall meet within ten (10) days after notice is given by either Party. If within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution to the dispute then, the Parties, may, upon mutual agreement, agree to mediation or other alternative dispute resolution. If the Parties are unable to resolve the dispute through these methods, either Party may commence an action in a court of competent jurisdiction in Minnesota. 13.2 Waiver of Right to Jury. Each Party hereby knowingly, voluntarily and intentionally waive any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Agreement any course of conduct, course of dealing, statements (whether oral or written) or actions of HUC and Customer related hereto and expressly agrees to have any disputes arising under or in connection with this Agreement be adjudicated by a judge of the court in the State of Minnesota or federal court sitting in the State of Minnesota having jurisdiction without a jury. ARTICLE 14: GENERAL PROVISIONS 14.1 Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties thereto, and nothing herein will be construed to create any duty to, or standard of care with reference to, or any liability to, any person not a Party hereto. 14.2 No Dedication of Facilities. Any undertakings or commitments by one Party to the other under this Agreement shall not constitute the dedication of generation facilities or the transmission system or any portion thereof of either Party to the public or to the other Parry, except for their obligation. Whenever at Customer's request HUC's facilities are relocated solely to suit Customer's convenience, Customer shall reimburse HUC for the entire cost incurred in making such change 14.3 Waivers. No waiver by either Party of any default by the other in the performance of any of the provisions of this Agreement shall: (a) operate or be construed as a waiver of any other or further default whether of a like or different character; or (b) be effective unless in writing duly executed by an authorized representative of the non -defaulting Party. 14.4 Interpretation. The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Minnesota, without giving effect to its conflict of law's provisions. 14.5 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby; and the Parties hereby agree to affect such modifications to this Agreement as shall be reasonably necessary in order to give effect to the original intention of the Parties. 14.6 Modification. No modification to this Agreement will be binding on any Parry unless it is in writing and signed by all Parties. 14.7 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument. 14.8 Headings. Article and Section headings used throughout this Agreement are for the convenience of the Parties only and are not to be construed as part of this Agreement. 14.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any invoice, charge or computation made pursuant to this Agreement. If requested, a Parry shall provide to the other Party invoices evidencing the quantities of Full Requirements Service. If any such examination reveals any inaccuracy in any invoice, the necessary adjustments to such invoice and the payments thereof will be made promptly and shall bear interest calculated in accordance with HUC's applicable ordinance from the date the overpayment or underpayment was made until paid provided, however, that no adjustment for any statement or payment will be made unless objection to the accuracy thereof was made prior to the lapse of the twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived. 14.10 Records. The Parties shall keep (or as necessary cause to be kept by their respective agents) for a period of at least one (1) year such records as may be needed to afford a clear history of the full Requirements Service supplied pursuant to this Agreement. For any matters in dispute, the Parties shall keep the records related to such matters until the dispute is ended. 14.11 Survival. The provisions of Article 10 shall survive for one year after the termination of this Agreement hereof, and any Section of this Agreement that specifies by its terms that it survives termination, shall survive the termination or expiration of this Agreement. 14.12 Cooperation to Effectuate Agreement. Each Party shall cooperate to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties. Customer and HUC each shall exercise reasonable diligence to use and provide any service furnished under this Agreement with a view to securing the efficiency of their respective apparatus and systems in keeping with Good Utility Practice in the area, shall coordinate their respective systems' relaying and fusing so as to preclude unnecessary interruptions, shall maintain their respective facilities and equipment at all times in a safe operating condition in accordance with Good Utility Practice, shall operate their respective facilities and equipment in such manner as not to interfere with the service to customers of HUC or the Customer, and shall coordinate maintenance that may adversely affect the operation of their respective facilities and equipment. ARTICLE 15: RULES OF CONSTRUCTION Terms used in this Agreement but not listed in this Article or defined in Article 1 shall have meanings as commonly used in the English language and, where applicable, in Good Utility Practice. Words not otherwise defined herein that have well known and generally accepted technical or trade meanings are used herein in accordance with such recognized meanings. The masculine shall include the feminine and neuter. The words "include", "includes" and "including" are deemed to be followed by the words "without limitation." References to contracts, agreements and other documents and instruments shall be references to the same as amended, supplemented or otherwise modified from time to time. The Appendices attached hereto are incorporated in and are intended to be a part of this Agreement; provided, that in the event of a conflict between the terms of any Appendices and the Terms of this Agreement, the Terms of this Agreement shall take precedence. References to laws and to terms defined in, and other provisions of, laws shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time. References to a person or entity shall include its successors and permitted assigns and, in the case of a governmental authority, any entity succeeding to its functions and capacities. References to "Articles," "Sections," or "Appendices" shall be to articles, sections, or Appendices of this Agreement. Unless the context plainly indicates otherwise, words importing the singular number shall be deemed to include the plural number (and vice versa); terms such as "hereof," "herein," "hereunder" and other similar compounds of the word "here" shall mean and refer to the entire Agreement rather than any particular part of the same. This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel. The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof. ARTICLE 16: ENTIRE AGREEMENT The Parties agree that this Agreement, including the Appendices attached hereto, sets forth the terms under which HUC will supply Full Requirements Service to Customer, during the Delivery Period and constitutes the entire agreement among the Parties relating to the subject matter hereof and supersedes any other agreements, written or oral (including without limitation any preliminary term sheet), among the Parties concerning this Agreement. IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement on their behalf as of the date first above written. HUTCHINSON UTILITIES COMMISSION By: Name: Title: Date: By: Name: Title: Date: B-MN DATA CENTERS Inc. By:\ Name: Anthony Levesque Title: CEO Date: September 18th 2025 APPENDIX A Hutchinson Utilities Commission Large Power Customer Tariff Availability: Service under this Tariff is available within the established Hutchinson Utilities Commission's (HUC) electric service territory for qualified customers with a minimum coincident demand of five megawatts (5 MW). Customer must take retail three-phase electric service at transmission transformed voltage. Customer must also maintain a monthly load factor of at least ninety (90) percent, calculated as follows: {monthly kWh / (30 days x 24 hours per day x peak demand)} x 100% = % load factor. This load factor calculation excludes any interruption due to MISO. Use of this Tariff requires the negotiation and execution by the customer and HUC of a large power customer agreement ("Agreement") containing specific terms and conditions of arranging service in addition to those contained in this tariff. Additional Conditions: A customer seeking this rate must demonstrate eligibility and the ability to satisfy the rate criteria to HUC's satisfaction. The Agreement will require the customer to acknowledge that this tariff includes market -based pricing through the Midcontinent Independent System Operator (MISO), and to acknowledge certain risks, including changes in prices and rates. Application: All locations for qualified customers and with facilities of adequate capacity and suitable voltage adjacent to the premises to be served. Type of Service: Three-phase, 60 hertz, alternating current at high voltage of 13800/7970. Rate: As further detailed in the Agreement, all components of providing or arranging service, including capacity, energy, transmission, and scheduling, will pass through to the customer. In addition, customer shall pay five mills ($ 0.005) times each kilowatt hour of electric energy sold by HUC to allow HUC to fully recover all costs incurred in providing this service. This amount includes a franchise fee, which is part of the Adder. Customer shall be responsible for all taxes, if any, from the point of delivery. Interruption: All load shall be coincident with HUC's system peak. The requirements and process for scheduling power and interrupting loads shall be detailed in the Agreement. HUC reserves the right to limit the amount of interruptible load taken by a customer and the total amount of interruptible load on the HUC system. General Requirements: 1. Service hereunder is subject to applicable provisions of published rules and regulations of HUC. 2. Customer shall own, install, operate, and maintain all facilities and equipment necessary to serve and interrupt customers load after the delivery point. 3. When notified by HUC, the customer shall remove the interruptible portion of its load from HUC's system pursuant to the curtailment section of the Power Purchase Agreement. 4. HUC in its sole discretion may immediately terminate service under this rate schedule upon repeated, unauthorized use of electricity by the customer during periods of interruption ordered by HUC or upon exceeding mutually agreed upon firm energy thresholds. 5. Unless authorized by separate written agreement, standby electric generating equipment installed by the customer shall not be interconnected or operated in parallel with the HUC system. Subject to HUC's review and approval, customer shall own, install, operate, and maintain electrical interlocking equipment that will prevent parallel operation. 6. Energy furnished under this rate shall not be resold. APPENDIX B DELIVERY POINT AND INTERCONNECTION FACILITIES The load side of the primary metering cabinet supplied by HUC to be located on the customers property. APPENDIX C CREDIT AND SECURITY AGREEMENT APPENDIX D ESTIMATED INFRASTRUCTURE COSTS Up to 20MW's NOT TO EXCEED - $250,000 Large Power Credit and Security Agreement THIS LARGE POWER CREDIT AND SECURITY AGREEMENT (this "Credit Agreement") is made and entered into effective 24th day of September—, 2025, by and between Hutchinson Utilities Commission ("HUC") and BAIN Data Centers Inc. ("Customer"), each a "Party" and collectively, the "Parties." WHEREAS, contemporaneous with the execution of this Credit Agreement, Customer and HUC are entering into that certain Power Purchase Agreement (the "Power Agreement") pursuant to HUC's Large Power Customer Tariff. WHEREAS, HUC will provide electric service to Customer as set forth and in accordance with the terms of the Power Agreement. WHEREAS, as a condition to performing its obligations under the Power Agreement, HUC requires that Customer provide security, in the forms and amounts as required in this Credit Agreement, securing all obligations of Customer to HUC. NOW THEREFORE, in consideration of the commitments herein and for other good and valuable considerations Customer and HUC agree as follows: 1. Payment Obligation. Customer shall be responsible for all costs, fees, and expenses attributable to Customer as set forth in the Power Agreement. All amounts due by Customer to HUC in accordance with the Power Agreement shall be referred to as the "Obligations." 2. Invoices. Payments for the Obligations are due in accordance with the terms of the Power Agreement, unless otherwise agreed in writing by the Parties. 3. Security for Obligations. As security for the Obligations, Customer shall provide to HUC documentation fulfilling the security requirements as detailed in this Credit Agreement (the "Security"). HUC shall have the right to suspend any or all of its obligations to provide services to Customer, until such Security has been submitted and accepted by HUC in its sole discretion. Customer shall maintain the Security at all times that the Power Agreement remains in effect, unless otherwise agreed to in writing by HUC. 4. Form of Security. The Security required hereunder shall be in the form of either: (a) an irrevocable standby letter of credit to HUC in a form and substance acceptable to HUC in its reasonable discretion; (b) a cash deposit; or (c) a surety bond issued for the benefit of HUC in a form and substance acceptable to HUC in its reasonable discretion. The form of Security required hereunder shall satisfy the following requirements: Page 1 of 8 a. The form of Security must permit claims and drawings to be made unilaterally by HUC in accordance with the terms of this Credit Agreement; b. The Security must be issued by an Issuer (as defined below) chartered and domiciled in the United States, or by a branch bank located in the United States; c. Any letter of credit provided hereunder shall permit partial and multiple drawings and presentations and the beneficiary's interest shall be freely transferable; d. The issuing institution for any Security shall have, and must maintain at all times, an unsecured bond credit rating at the time of issuance equivalent to (i) A- or better as determined by Standard & Poor's Rating Services and (ii) A3 or better from Moody's investors Service, Inc., or if these are not available, equivalent ratings from alternate rating sources acceptable to HUC in its reasonable discretion (the "Issuer"); e. Customer shall immediately notify HUC if the Issuer fails to maintain the bond rating described in this paragraph and, shall within five (5) Business Days (where Business Day shall mean Monday through Friday, excluding federal holidays) deliver replacement Security in form and substance and as described in this Credit Agreement that is acceptable to HUC in its reasonable discretion; f. Such failure to deliver a replacement Security from a qualifying Issuer will be considered a default under this Credit Agreement and HUC shall have the right, if Customer is in default under the Power Agreement, to draw immediately (or upon such time as HUC elects in its sole discretion) upon the remaining balance of the existing Security and may at Customer's cost place the amounts so drawn, to the extent not yet fully owing to HUC, in an interest bearing escrow account owned and controlled by HUC (an "Escrow Account"); and g. Unsecured bond credit rating means, as to any Issuer (as defined herein), the senior unsecured and non -credit -enhanced long-term debt rating of such Issuer or, if such Issuer does not have a senior unsecured and non- credit -enhanced long-term debt rating, the issuer rating of such Issuer. Page 2of8 5. Security Amount. The amount of the required Security shall be an amount equal in value to HUC's estimate of the two highest monthly billing statements under the Power Agreement, and subject to an automatic annual adjustment based on such estimate. (the "Required Amount"). The energy portion of the deposit will be calculated based on the 3 year average of the annual 2 highest Real Time pricing months from the preceding 3 years at 90% load factor. HUC may require, in its reasonable discretion, additional amount(s) as Security if the Parties enter into other energy contracts under Section 2.2 of the Power Agreement. 6. Security Duration. Any Security must be issued for a minimum of five calendar years. In the event the Security is not continued by Issuer, Customer shall provide written notice of cancelation or non -renewal to HUC at least one hundred twenty (120) calendar days before the then existing expiration date of the Security. Any unused portion of the then existing Security must be available for drawings regardless of renewal, through the then existing expiration date. If the Customer notifies HUC that Issuer will not renew or continue the Security, if Customer is in default under the Power Agreement, HUC may then immediately (or any time prior to expiration, in HUC's reasonable discretion) draw upon the then remaining balance of any then existing Security and may, at Customer's cost place the amounts so drawn, to the extent not fully owing to HUC, in an Escrow Account. Upon termination or natural expiration of the Power Agreement, and provided that the Customer is not in monetary default under any terms of this Credit Agreement or the Power Agreement, HUC shall release any security held, including returning any cash deposit to the Customer within a 10 Business day period. 7. Replacement Security. Customer may replace the Security in form and substance and as described in this Credit Agreement that is acceptable to HUC in its reasonable discretion, with another form of Security from another Issuer meeting all requirements described herein, provided however that Customer has given at least one hundred twenty (120) calendar days' notice to HUC that a replacement Security will be issued. Any replacement Security will be issued not later than sixty (60) calendar days prior to the expiration of the then existing Security. HUC may immediately draw down the remaining balance of the then existing Security, if Customer is in default under the Power Agreement, if a replacement Security is not delivered to HUC at least sixty (60) calendar days prior to the expiration of the then existing Security and may, at Customer's cost place the amounts so drawn, to the extent not fully owing to HUC, in an Escrow Account. 8. Applicable Law. Security for payment in the form of an irrevocable letter of credit shall be governed by the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Brochure No. 600 (the "UCP"), as may be amended, except that to the extent that the terms of the letter of credit are inconsistent with the provisions of the UCP (including but not limited to Articles 14(b), 32 and 36 of the UCP), the terms of the letter of credit shall control. To the extent the Security is a surety bond and provisions of this Page 3of8 Agreement are not covered in the UCP, and to the extent not inconsistent with the UCP or made inapplicable by the letter of credit, the laws of State of Minnesota, including the Uniform Commercial Code as in effect in the State of Minnesota, shall apply thereto. 9. Cumulative Security. Any obligation to provide Security hereunder is in addition to, and not duplicative of, any obligations required of Customer in any other agreement with HUC. 10. Event of Default. Each of the following shall constitute a default by Customer ("Event of Default"): a. The occurrence of any default under the Power Agreement; b. Customer fails to make any payment required under this Credit Agreement and fails to pay the amount owning after ten (10) Business Days notice. c. Customer fails to provide or maintain the Security required under this Credit Agreement after ten (10) Business Days' notice. d. Customer files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law. e. Customer makes a general assignment for the benefit of its creditors. f. Customer fails to provide written notice that it has defaulted under this Credit Agreement to HUC no later than ten (10) Business Days' after the occurrence of such default. g. Customer fails to perform any obligation in this Credit Agreement other than payment within ten (10) days after HUC provides written notice of such default. 11. Remedies Upon Default. Immediately upon the occurrence of an Event of Default, HUC shall be entitled to exercise any and all remedies for collecting the Obligations from Customer, including without limitation: a. any remedy set forth in the Power Agreement; b. draw on the Security in full or in part, in its sole discretion; c. disconnect service; d. taking any action, at law or in equity, which may be necessary or desirable to enforce performance of this Credit Agreement; Page 4of8 e. seek specific performance or other equitable relief; f. terminate this Credit Agreement or the Power Agreement. 12. Right to Draw on Security. As set forth herein, Customer hereby irrevocably authorizes HUC to draw upon the Security, up to the maximum amount of the Security, immediately upon the occurrence of an Event of Default. For the avoidance of doubt, Customer hereby agrees and acknowledges that written correspondence from HUC to Issuer setting forth the circumstances of default, including but not limited to, delivery of any and all unpaid invoices, shall be sufficient evidence of the Event of Default and entitle Issuer to honor any draw request by HUC. Upon receipt by Issuer of such written notice, Issuer shall honor the draw request and transfer to HUC in immediately available funds the amount specified in the draw request. 13. Refusal by Issuer. In the event Issuer refuses to honor a draw request by HUC, Customer shall undertake any such actions as necessary to cause Issuer to honor a draw request by HUC. 14. Re -Established Security. After HUC has made any draw on the Security in accordance with the terms of this Credit Agreement, Customer shall re-establish such Security by causing the Issuer to increase the available amount on the Security instrument back up to the Required Amount. 15. Remedies Cumulative. Each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or permitted at law or in equity. HUC's exercise of any right or remedy given under this Agreement or permitted at law or in equity shall not prevent the concurrent or subsequent exercise of any other right or remedy. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, unless such waiver is expressly set forth in an instrument signed by HUC. If HUC waives in writing any default, then such waiver shall not be construed as a waiver of any covenant or condition set forth in this Agreement, except as to the specific circumstances described in such written waiver. Neither payment of a lesser amount than any sum due hereunder, nor endorsement or statement on any check or letter accompanying such payment shall be deemed an accord and satisfaction, and HUC may accept the same without prejudice to the right to recover the balance of such sum or to pursue any other remedy. In addition, Customer acknowledges and agrees that it is obligated to pay all of the HUC's reasonable legal fees and collection costs, both before and after the entry of judgment, incurred in connection with Customer's defaults. Unless otherwise specified or agreed upon by the Parties, all of the HUC's attorneys' fees and costs are due and payable when incurred by HUC. 16. Successors and Assignments. Each Party binds itself, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in this Credit Agreement. No Party shall assign this Credit Page 5of8 Agreement without the prior written consent of the other Parties. 17. Notice. Any notice, election or other correspondence required or permitted under this Credit Agreement shall become effective upon receipt at the addresses listed below and, except invoices and payments, shall be deemed to have been properly given or delivered when made in writing and delivered by letter, personal service, facsimile, or other documentary form to the authorized representative of the parties designated below: If to Customer: If to HUC: B-MN Data Centers Inc. Attn: CEO 16192 Coastal Highway Lewes, Delaware 19958 Hutchinson Utilities Commission Attn: General Manager 225 Michigan Street SE Hutchinson, MN 55350 18. Merger and Modification. The Customer understands, acknowledges, stipulates and agrees that HUC has not made any agreement with or assurances to the Customer other than as set forth in this Credit Agreement and in the Power Agreement. The Customer acknowledges that HUC has not made any promises, representations, or warranties, other than as set forth herein, as to what action HUC will take in the future in connection with this Credit Agreement. The Customer acknowledges that this Credit Agreement, and the exhibits and documents executed in connection herewith, including the Power Agreement, represent the entire agreement of the Parties and that all prior oral or written communications, commitments, alleged commitments, promises, alleged promises, representations, alleged representations, agreements and alleged agreements by and between the parties are merged into this Credit Agreement. No other commitments, promises, representations or agreements, oral or written, shall be enforceable against HUC. Any changes or waivers of provisions of this Credit Agreement shall only be valid when they have been reduced to writing as an amendment to this Credit Agreement. The Customer further understands, acknowledges, stipulates and agrees that in the event of a conflict between this Credit Agreement and the Power Agreement, the terms of the Power Agreement shall govern. 19. Governing Law; Forum. The validity, interpretation, and performance of this Credit Agreement and each of its provisions shall be governed by the laws of Minnesota without regard to its conflicts of law principles. The Parties agree that any claim, action, or proceeding seeking any relief in connection with this Credit Agreement Page 6of8 shall be brought in a state or federal court of competent jurisdiction located in Scott County, Minnesota. Customer hereby irrevocably consents to personal jurisdiction in Scott County, Minnesota. 20. Severability. If any provision in this Credit Agreement is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired and they shall remain in force and effect. 21. Joint Drafting. The Parties agree that they participated equally in, and are jointly responsible for, the drafting of this Credit Agreement. In the event of any dispute, any ambiguity in this Credit Agreement shall not be construed against either Party. 22. Duly Authorized Signatories; Binding Effect of Execution. Each Party represents and warrants that the person executing this Credit Agreement on its respective behalf is duly authorized to do so, and that, by such execution set forth on the following page of this Credit Agreement, such Party is hereby duly and lawfully bound by this Credit Agreement. 23. Headers; Counterparts. Headers are provided for the convenience of the Parties and do not constitute part of this Credit Agreement. This Credit Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one instrument. [SIGNATURE PAGES TO FOLLOW) SIGNATURE PAGE TO LARGE POWER CREDIT AND SECURITY AGREEMENT Page 7of8 IN WITNESS WHEREOF, the Parties hereto have caused this Credit Agreement to be executed by their duly authorized representatives. B-MN DATA CENTERS INC. 1 By: Anthony Levesque Name Its: CEO STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was subscribed before me this day of , 20 Notary Public HUTCHINSON UTILITIES COMMISSION IN Its: STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was subscribed before me this day of , 20 Notary Public Page 8of8