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01-27-2016 HUCMMINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, January 27, 2016 Call to order — 3:00 p.m. President Hanson called the meeting to order. Members present: President Anthony Hanson; Commissioner Monty Morrow; Secretary Mark Girard; Attorney Marc Sebora; General Manager Jeremy Carter. Member absent: Vice President Luhring. Conflict of Interest President Hanson declared a conflict of interest in voting on agenda item 3f, Designate Depositories for Utility Funds, as he is an employee of Citizens Bank & Trust. Secretary Girard also declared a conflict of interest in voting on agenda item 3f, as he is a director for Citizens Bank & Trust. Due to these two conflicts of interest, there was not a quorum to approve the banks in agenda item 3f; therefore President Hanson removed the approval of Citizens Bank & Trust, Home State Bank and Wells Fargo Bank from the agenda until March's commission meeting. 2. Swearing in of New Commissioner — Robert Wendorff Attorney Sebora swore in the newly elected commissioner, Robert Wendorff. 3. Commission Reorganization President Hanson called for the annual Commission reorganization. a. A motion was made by Commissioner Morrow, seconded by Commissioner Wendorff to elect Donna Luhring to the position of president. Motion was unanimously carried. b. A motion was made by Secretary Girard, seconded by Commissioner Wendorff to elect Monty Morrow to the position of vice president. Motion was unanimously carried. c. A motion was made by Commissioner Wendorff, seconded by Commissioner Morrow to appoint Mark Girard as secretary. Motion was unanimously carried. d. A motion was made by Commissioner Morrow, seconded by Secretary Girard to appoint Marc Sebora as legal counsel. Motion was unanimously carried. e. A motion was made by Commissioner Morrow, seconded by Secretary Girard to appoint Kim Koski as recording secretary. Motion was unanimously carried. f. A motion was made by Secretary Girard, seconded by Commissioner Wendorff, to designate Wells Fargo Advisors, Morgan Stanley and Cetera Investment Services as depositories for utility funds. Motion was unanimously carried. 4. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills President Hanson mentioned additional minutes were added to the Approve Consent Agenda item for the Summary of Closed Meeting Proceedings for the General Manager Performance Appraisal. A motion was made by Secretary Girard, seconded by Commissioner Morrow to approve the Consent Agenda. Motion was unanimously carried. 5. Approve Financial Statements GM Carter highlighted the 2015 year-end numbers and mentioned they will be comparable to the 2014 numbers with the addition of the pack gas fuel allocation along with the 3M industrial CIP rebate, which are currently not reflected on the December 2015 financial statements. The 3M industrial CIP rebate is expected to be finalized and paid out in February and will be accrued back into 2015 prior to the final audit presentation. Carter also mentioned the new Governmental Accounting Standards Board (GASB) 68's reporting standard will have an impact on future financials as they require companies to show liability costs for pensions. After discussion, a motion was made by Commissioner Morrow, seconded by Secretary Girard to approve the financial statements. Motion was unanimously carried. 6. Open Forum 7. Communication a. City Administrator — Matthew Jaunich i. Plans for the aquatic park are 90% complete. ii. Anticipating a busy construction season with the school and other various street projects. b. Divisions i. Randy Blake — 1. Xline was secured to perform a reblade of the turbo rotor of Unit 4 turbocharger. The project is costing less than expected. fl. Dan Lang — 1. Gave an update of the Load Contract showing Curve attached.) iii. Dave Hunstad — 1. Nothing to report. Load Duration Curve Analysis of the 25 MW Base the 2013 through 2015 numbers. (Load Duration iv. Jared Martig - 1. Auditors at HUC this week with a goal to complete the audit by the end of March. 2. Working on BS&A software questions. 2 v. John Webster - 1. Nothing to report. vi. Brenda Ewing — The OSHA 300 injury report will be posted in the employee break room. HUC had three injuries with only one reportable in 2015. c. Legal — Attorney Sebora i. Nothing to report. d. General Manager — Jeremy Carter i. Legislative Update — Federal level is trying to do away with tax exemption on bonds for public entities. HUC sent a letter of support for the tax exemption to remain in place. In addition, a letter of support to exclude certain transmission utilities from additional reporting currently not required by law was sent to the MPUC in response to the Department of Commerce request. ii. Reviewing the MRES contract with Dan Lang. Attorney Sebora is in the process of reviewing the documents as well. iii. Working on capital expenditures over the next couple weeks. Looking at costs for replacement schedules to maintain HUC's infrastructure. 8. Policies a. Review Policies i. Travel Expenses ii. Worker's Compensation iii. CIP Rebate Level of Authority iv. Service Beyond City Limits of Hutchinson No changes were recommended at this time. b. Approve Changes i. Policy on Payment of HUC Payables GM Carter explained a change was made to update the year from 2015 to 2016 to reflect the current year's authorization. A motion was made by Secretary Girard, seconded by Commissioner Wendorff to approve the changes to Policy on Payment of HUC Payables. Motion was unanimously carried. (Changes attached.) 9. Unfinished Business None 10. New Business a. Update on Pack Gas Discussions John Webster gave a presentation on the pack gas discussions explaining the history and how the pack gas specific gravity issue was identified. GM Carter and Webster met with the stakeholders (Heartland Corn, New Ulm, and Fairfax) 3 to discuss the process used to identify the quantities of pack gas. Webster explained how the pack gas issue has been resolved, the impacts on RUC's financials, and the resolution timetable. 3:45 p.m. — at this time, Commissioner Morrow left the meeting. b. Approve Boiler and Machinery Insurance Jared Martig presented information to approve the boiler and machinery insurance. HUC's current provider, Zurich, has discontinued this area of their business. HUC received four quotes from three companies and recommended awarding the quote to XL Insurance America as they kept all the deductibles and premiums the same as Zurich. The other companies significantly raised the deductibles. A motion was made by Secretary Girard, seconded by Commissioner Wendorff to approve the boiler and machinery insurance. Motion was unanimously carried. (Boiler and Machinery information attached.) c. Approve Greater Minnesota Transmission — Interconnect Agreement John Webster presented the Greater Minnesota Transmission — Interconnect Agreement for approval. Greater Minnesota Transmission wants to establish an interconnection between its pipeline facilities and the Hutchinson Utilities' pipeline facilities. The interconnect station will be constructed west of Lafayette, Minnesota. All of the construction costs will be borne by, or reimbursed by, Greater Minnesota Transmission. Greater Minnesota Transmission must pay to Hutchinson Utilities an operation and maintenance fee of $660 per month. A motion was made by Secretary Girard, seconded by Commissioner Wendorff to approve the Greater Minnesota Transmission — Interconnect Agreement. Motion was unanimously carried. (Agreement attached.) d. Approve United Natural Gas — Natural Gas Transportation Capacity Agreement John Webster presented United Natural Gas — Natural Gas Transportation Capacity Agreement for approval. United Natural Gas (UNG) wants to contract with Hutchinson Utilities for the provision of long-term firm natural gas transportation capacity by Hutchinson Utilities to UNG. Hutchinson Utilities will transport UNG's natural gas from the Trimont, Minnesota receipt point to the Lafayette, Minnesota delivery point. A motion was made by Commissioner Wendorff, seconded by Secretary Girard to approve the United Natural Gas — Natural Gas Transportation Capacity Agreement. Motion was unanimously carried. (Agreement attached.) e. Approve HTI's Natural Gas Transportation Agreement 4 John Webster presented HTI's Natural Gas Transportation Agreement for approval. HTI has transported natural gas on Hutchinson Utilities' transmission and distribution systems since May 2010. HTI's current agreement expires on May 1, 2016 at 9 a.m. This agreement provides transportation rights to HTI on Hutchinson's facilities from May 1, 2016 at 9:00 a.m. through May 1, 2018 at 9:00 a.m. Hutchinson Utilities has not changed the transportation rate or daily balancing fees from the existing agreement. After discussion, a motion was made by Secretary Girard, seconded by Commissioner Wendorff to approve HTI's Natural Gas Transportation Agreement. Motion was unanimously carried. (Agreement attached.) 11. Adjourn There being no further business, a motion was made by Secretary Girard, seconded by Commissioner Wendorff to adjourn the meeting at 4:29 p.m. Motion was unanimously carried. ATTEST: Donna Luhring, President 5 Mark'Girard, Secretary Load Duration Curve: Analysis of 25MW Base Load Contract 2013 2014 2015 290045 296051 302101 Total system load (MWh) 219000 219000 219000 Total base load energy purchased (MWh) 75.5% 74.0% 72.5% % of system load provided by base load contract 734 340 185 Number of hours system load was less than 25 MW 8.4% 3.9% 2.1% Percentage of time system load was less than 25 MW 1819 641 317 Base load energy resold into MISO because system load was less than 25 MW. (MWh) 0.8% 0.3% 0.1% % of base load energy resold because system load was less than 25 MW 65 60 55 50 45 40 35 MW 30 25 20 15 10 5 0 0 500 1000 1500 2000 2500 3000 3500 4000 4500 5000 5500 6000 6500 7000 7500 8000 8500 HOURS 2015 LOAD DURATION CURVE 2015 -MRES Policy on Payments of Hutchinson Utilities Commission Payables The Hutchinson Utilities Commission Accountant and Financial Manager are hereby authorized to issue warrant(s) drawn from the proper funds. (Resolution 153 was amended on March 25, 2009 and reads as follows): Resolution 153 authorizes HUC Accountant or HUC Financial Manager to transfer funds by wire or other electronic means. Claims shall be paid upon proper presentation during the year 22016. This policy shall be reviewed on an annual basis. Hutchinson Utilities Commission Equipment Breakdown (Boiler and Machinery) 1/1/2016-2017 -ran_e:` Xl:lnsu c Ame q - - - - - _ F9Llns' ancqi 'e�p - 1nC:'= - =- r -iinca - ="'� :tri ugh 125,000 200,000 - 250,000 'tiro` =.Risli`Placeine �t u'` �;PI` z�rrerrt e'rv"icer=,. a 125,000 125,000 200,000 200,000 c n :-lnc Unit 3, Power Plant #1 200,000 - - Desir -:_ ::. • .-..:.::..,: - --,:_ ;.., t, :: P� - V.irlrl .Exp g• Zurich;: � N_.=a ;,y•. •-a•, =';ap 1 }' - p. - r" �� aveiers . - -Liberty, Premiums and Commission/Fees 5 65,050.00 65,000 59,000 $65,002 $ 59,958,00 AIG Commission 0% 0% 0% 0% 0% Intermediary Commission 0% 10% 10% 0% 0% AIG Fee $ 21,363.00 $ 22,000.00 $ 22,000.00 $ 22,000.00 $ 22,000.00 Deductibles: Property Damage: Unit 2, Power Plant #1 125,000 125,000 200,000 200,000 250,000 Unit 5, Power Plant #1 125,000 125,000 200,000 200,000 250,000 Unit 3, Power Plant #1 200,000 200,000 200,000 200,000 250,000 Unit 4, Power Plant #1 200,000 200,000 200,000 200,000 250,000 Unit 9 (Gas Turbine), Generating Plant #2 250,000 250,000 250,000 250,000 500,000 Unit 8 (Turbine), Power Plant #1 130,000 130,000 250,000 200,000 250,000 Unit 8 (Generator), Power Plant #1 160,000 160,000 250,000 200,000 250,000 Unit 9 (Generator), Power Plant #2 250,000 250,000 250,000 250,000 500,000 Unit 1(GE LM6000), Generating Plant #2 500,000 500,000 500,000 500,000 500,000 Transformers $1.5/kva, $50K Min $1.5/kva, $50K Min $1.75/kva, $50K Min $1.5/kva, $50K Min $1.50/kva, $50K Min Any Other Object $50,000 combined PD/BI - $50,000 $50,000 $50,000 $50,000 combined PD/BI Business Income and Extra Expense No Coverage provided No Coverage provided No Coverage provided No Coverage provided No Coverage provided Extra Expense Only No Coverage provided No Coverage provided No Coverage provided No Coverage provided No Coverage provided Spoilage Damage Included within property Included within property damage deductible damage deductible Included within property damage deductible Included within property damage deductible Included within property damage deductible Contingent Business Income/Extra Expense No Coverage provided No Coverage provided No Coverage provided No Coverage provided No Coverage provided Ammonia Contamination Included within property Included within property damage deductible damage deductible Included within property damage deductible Included within property damage deductible Included within property damage deductible d .4� SL' ' ages/Limits- Total Limit per Breakdown Properly Damage Off Premises Property Damage age Extensions and Limitations: Expediting Expense Coverage Extension Business Income and Extra Expense Coverage Extension Extra Expense Only Coverage Extension Extended Period of Restoration: Days/Hours Coverage Exten: Business Income Coinsurance Data or Media Limit- Business Income Spoilage Damage Utility Interruption Utility Interruption of service waiting period Newly Acquired Premises Coverage Extension: Limit Newly Acquired Premises Coverage Extension: Days -Hours Ordinance or Law Coverage Coverage Extension Errors and Omissions Brands and Labels Contingent Business Income and Extra Expense Coverage Ext Contingent Extra Expense Only Coverage Extension Unless a higher limit or included is shown, the most that will be paid for direct damage to covered property is $25,000 ($15,000 for fungus, wet rot and dry rot for each of the following. The limits are part of, not in addition to the property damage limit per breakdown Fungus, Wet Rot and Dry Rot/Mold Limitation Fungus, Wet Rot and Dry Rot Loss of Earnings - # of days Lim! Fungus, Wet Rot and Dry Rot- Business Income and Extra Expense or Extra Expense Only Refrigerant/Ammonia Contamination Lmitabon Consequential Loss (Reduction in Value) Data Restoration Hazardous Substances Limitation Water Damage Included Excluded Excluded N/A N/A 1,000,000, but not plicable since no BI 2,000,000 250,000 24 hours- Excluded ours Excluded Excluded • XU;hsui'v %'America,-, 250,000 250,000 250,01 ur nce' a Am"eri 'enc 2,000,000 2,000,000 2,000,01 :.inc: tlitou 'R`ask., ;. Included in Total Limit per 2,000,000 Breakdown k s Placem en# •. 3b `''Plac enientSe rV CPS": z - Excluded Excluded "Y a€ ,Option#1 tion= 2°:•. _ -T 4 'r•, a eTers Lib arty 100,000,000 100,000,000 100,000,000 100,000,000 Included Included Included Included Excluded Excluded Excluded Excluded N/A I N/A Excluded 24 hours 24 hours 24 hours/spoila 250,000 250,000 250,01 30 days 30 days 30 da 2,000,000 2,000,000 2,000,01 Included in Total Limit per Breakdown Included in Total Limit Included in Total Limit per per Breakdown Breakdown 2,000,000 Included in Total Limit per 2,000,000 Breakdown Excluded Excluded Excluded Excluded Excluded Excluded Of 30 30 days N/A of spoilage limit Excluded Excluded Excluded 24 hours 250,000 30 days 2,000,000 Excluded Excluded 30 1 100,000 2,000,000 _ N/A N/A ra N/A N/A - - - -C Zi:y'• diSUr'dilce•:,'�merlca- �21iic'' °` - - - - - r,firi N/A N/A ou' N/A N/A - - Included xE T ` Iti • P{ oil ` sk a'cement 8h _ Pl doMrieri# Services' Included Included Covered Equipment Deductible Waiver Included Applicable , Included Included ti: - Desai oir: p ir� g� O on#^ R -0 l� 7'rave ers Lib e Additional/Optional Coverages: Business Income Report Date: N/A N/A N/A N/A N/A Business Income Annual Value: N/A N/A N/A N/A N/A Business Income Coinsurance Percentage N/A N/A N/A N/A N/A Diagnostic Equipment Included Included Included Covered Equipment Deductible Waiver Included Applicable Applicable Included Included Civil Authority Coverage Extension (BI/EE): rrovides mveme for BUEE Sacdon byadvflau$orkypmhlftaccmtoympmmimcaundby 5 days, but not covered 5 days, but not covew Imatbatim 0*W"uoYom Not Covered since no BI covered since no BI Not Covered Not Covered Accounts Receivable Not Covered 100,000 100,000 Claim Preparation Costs Not Covered 250,000 250,000 100,000 250,000 System Installation & Soft Costs Not Covered 25,000 25,000 Not Covered Not covered Ingress/Egress Not Covered 15,000 15,000 Not covered Not Covered Property Damage Percentage Factor 55.1/Property Damage additional Costs omit of Insurance, $25000, Business Green Coverage Enhancements 25% of loss up to $100k 100,000 100,000 Income Extra Expense N/A 100,000 Solidification (solidification of material resulting from breakdown to covered equipment) Not Covered Not Covered Not Covered Not Covered Unnamed locations Omnibus wording 500,000 500,000 Not Covered Omnibus wording Valuation Replacement Cost Replacement Cost Replacement Cost Replacement Cost Replacement Cost 150% subject to 150% subject to 125% of value to replace $100,000 limit (part of $100,000 limit (part of with state of the art Green Coverage Green Coverage technology if equipment Efficiency Improvements enhancements) enhancements) cannot be repaired Spe�dal Provisions Joint Loss Agreement Not addressed included Included Included Included Jurisdictional Inspection Services Included Included Included Included Included Claims Handling Services 24 hour servicel 24 hour service 24 hour service 24 hour service 24 hour services XL]nsurance -A-4 77 th)rh isk. dghm'JUP( grit m. g, _ nc nc, J"' ort 41 ptibn'#V ears Liberty Exclusions Including, but not limited to. Earth Movement Earth Movement Earth Movement Earth Movement Earth Movement Water/Flood Water/Flood Water/Flood Water/Flood Water/Flood Nuclear Hazard Nuclear Hazard Nuclear Hazard Nuclear Hazard Nuclear Hazard War or Military Action War or Military Action War or Military Action War or Military Action War or Military Action Explosion, otherthan Explosion, other than Explosion, other than Explosion, other than explosion of covered explosion of covered explosion of covered explosion of covered Explosion, other than explosion of covered equipment equipment equipment equipment equipment Fire or combustion Fire or combustion Fire or combustion Fire or combustion explosion explosion explosion Fire or combustion explosion explosion Damage to covered Damage to covered equipment undergoing a pressure or equipment undergoing a electrical test pressure or electrical test Wear and Tear Wear and Tear Wear and Tear Wear and Tear Wear and Tear Furnace Explosion Furnace Explosion Furnace Explosion Furnace Explosion Furnace Explosion Indirect resultant loss Indirect resultant loss 1Indirectresultant loss 1Indirectresultant loss Indirect resultant loss Spe�dal Provisions Joint Loss Agreement Not addressed included Included Included Included Jurisdictional Inspection Services Included Included Included Included Included Claims Handling Services 24 hour servicel 24 hour service 24 hour service 24 hour service 24 hour services Hutchinson Utilities INTERCONNECT AGREEMENT John Webster 1/20/2016 INTERCONNECT AGREEMENT THIS INTERCONNECT AGREEMENT ("Agreement") is made and entered into on this day of January, 2016, to be effective as of the 1 st day of June, 2016, by and between Greater Minnesota Transmission L.L.C. ("GMT") with offices located at 202 South Main Street, PO Box 68, Le Sueur, Minnesota, 56058 and Hutchinson Utilities Commission ("Hutchinson") a Minnesota municipal utility located at 225 Michigan St. SE, Hutchinson, Minnesota, 55350. GMT and Hutchinson shall hereinafter sometimes be referred to separately as "Party" or jointly as "Parties." United Natural Gas L.L.C. acknowledges the terms and conditions set forth herein. WITNESSETH: WHEREAS, GMT will own certain pipeline facilities which are located within the State of Minnesota; WHEREAS, Hutchinson owns and operates an existing natural gas pipeline system which commences from a point on the Northern Border Pipeline near Trimont, Minnesota to a point of terminus near Hutchinson, Minnesota; and WHEREAS, GMT desires to establish an interconnection between its pipeline facilities and the natural gas pipeline facilities of Hutchinson and Hutchinson is willing to establish such interconnection under the terms and conditions set forth herein; and WHEREAS, GMT and Hutchinson desire to have the interconnection between their respective facilities in service on or before June 1, 2016; NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the Parties, each for itself and for its successors and permitted assigns, hereby agree as follows: 1. The point of interconnection between Hutchinson's natural gas pipeline facilities and GMT's natural gas pipeline facilities shall be located on property in Nicollet County, Minnesota legally described as follows: A piece of land ` �., minimum, lying north of 350th Street (County Rd 1) in: GMT Interconnect Agreement January 20, 2016 Township 111 -North, Range 30 -West Section 6: the W'/zSW'/4 LESS AND EXCEPT a tract beginning at the SE corner of said W'/zSW'/4, thence North 20 rods, thence West 2 rods, thence South 20 rods, thence East 2 rods to the point of beginning; and Section 7: N%2NW'/4 hereinafter referred to as the "Lafayette Interconnect Station". 2. Hutchinson will own, design, purchase, operate, maintain and construct the facilities listed in Sections 2.1 through 2.7 (herein referred to as the "Hutchinson Interconnect Facilities") capable of delivering to GMT 900 Mcf/d at Hutchinson's line pressure. Hutchinson line pressure at the custody transfer point may from time to time be reduced below Hutchinson's mainline pressure because of frictional losses caused by the Hutchinson delivery facilities. 2.1 Meter Run. Dual Coriolis meters and associated meter run piping will be designed and installed in accordance with Hutchinson Engineering Standards. The meter run will be used for custody transfer gas volume measurement. 2.2 Piping, Piping will be installed from the Hutchinson side valve to the piping on the meter and then to the downstream flange at the custody transfer point. An insulating gasket kit will be installed in the upstream flange of the customer valve for electrical isolation between the Hutchinson and GMT piping systems. All buried piping installed in this area shall be installed at a minimum depth of 3 feet. The above grade piping, Will be designed per Hutchinson Engineering Standards. Hutchinson piping at the Hutchinson Interconnect Facilities will be designed for a minimum design pressure of 1,449 psig with a 0,5 design factor .per U.S. Department of Transportation (DOT) Pipeline Safety Regulations, Part 192 for Natural Gas. The GMT interconnect piping shall be designed for 1,449 psig. If a lower design pressure is used for design -of the interconnect piping, GMT shall install code approved safety valves to protect the GMT system from accidental overpressure by the Hutchison gas supply. 2.3 Filter/Meter Skid, The meter assembly will contain the meters, and a bypass line around the meters for meter maintenance. The filter assembly will contain the filter, and a bypass line around the filter for filter maintenance. The station design will not include automatic station°blow down equipment. GMT Interconnect Agreement 2 January 20, 2016 2.4 Valves. The side valve will be manually operated. 2.5 Pressure and Temperature Transmitters. All transmitters shall adhere to Hutchinson Engineering Standards. 2.6 Cable - and Conduit. All necessary conduit and cable from the measurement facilities to the RTU. Conduit shall be galvanized and rigid above grade and PVC coated rigid below ground. 2.7 Remote Terminal Unit (RTU). Hutchinson will install a RTU and a Flow Computer with Electronic Flow Measurement (EFM) capabilities. 3. Hutchinson shall control all volumes delivered to the Lafayette Interconnect Station. 4. Hutchinson shall retain the right to install additional facilities in, across, under or through the Lafayette Interconnect Station. These facilities may be utilized to provide natural gas to parties independent of GMT. Hutchinson's facilities shall not interfere with the proper operation and maintenance of the GMT facilities. 5. GMT will design, purchase, construct, install, own, maintain and operate the following facilities (herein referred to as the "GMT Interconnect Facilities") downstream of the custody transfer point: 5.1 Piping and Related Equipment. A connecting line with overpressure protection as required. 6. Hutchinson will provide GMT with the following: the signal from the output of the Coriolis meters. GMT will provide its own power, data communication equipment and, telephone service. Grounding shall be connected to the Hutchinson's grounding grid. GMT will construct and install a building that will be utilized to house the electronic equipment; kTU, flow computer, etc... 7. The data information collected by the RTU will be accessed by Hutchinson's telecommunication facilities on a continuous basis. Hutchinson shall allow GMT to access volumes, temperature and pressure at the interconnect. Hutchinson will dedicate a communication port on Hutchinson's flow computer for read only use by GMT. GMT agrees that such interconnection will not cause interference to Hutchinson's equipment. Hutchinson makes no warranties as to the accuracy or completeness of any data provided to GMT pursuant to this Agreement. GMT hereby assumes full responsibility for and risks of bodily injury, ddath or property damage arising out of GMT's use of data provided by Hutchinson. GMT hereby releases, discharges GMT Interconnect Agreement 3 January 20, 2016 and agrees to indemnify, defend and hold Hutchinson harmless from and against any and all actions, claims, liabilities or damages arising out of the use of such data. 8. The custody transfer point will be located at the outlet flange of the meter assembly. GMT shall install a block valve at the outlet of the custody transfer point. 9. GMT shall be responsible for the construction of the GMT Interconnect Facilities, provided that Hutchinson shall have the right to approve the design of all GMT Interconnect Facilities at the Lafayette Interconnect Station. Hutchinson shall have the right to review all construction procedures and to inspect all construction work in progress for the GMT Interconnect Facilities located at the Lafayette Interconnect Station. If it should appear that any of the construction work on the GMT Interconnect Facilities is endangering the facilities of Hutchinson, then Hutchinson shall have the right to stop work until necessary corrections are made and approved by Hutchinson. Hutchinson shall have the right to have at least one representative present when any work is required at the Lafayette Interconnect Station. GMT shall notify Hutchinson as to the schedule and the nature of any work to be performed no less than one (1) week in advance of the work. 10. If additional property adjacent to the Lafayette Interconnect Station is necessary to construct, operate and to obtain access to the Hutchinson Interconnect Facilities, such additional property and right-of-way shall be acquired by GMT. 11. GMT shall obtain all of the property or right-of-way necessary for the construction, operation and access to the Lafayette Interconnect Station and GMT's related facilities. GMT shall obtain and comply with all applicable regulatory and/or environmental permits and clearances necessary for the construction and operation of GMT's facilities. GMT shall be in compliance with all federal, state, and local laws and regulations that govern the operation of the GMT Interconnect Facilities. GMT shall be responsible for the general maintenance and site up -keep (including painting, weed control, and general building and ground maintenance) of the GMT Interconnect Facilities. 12. GMT shall obtain all of the property or right-of-way necessary for the construction, operation and access to the Hutchinson Interconnect Facilities. Hutchinson shall obtain and be in compliance with all applicable regulatory and/or environmental permits and clearances necessary for the construction and operation of its facilities. Hutchinson shall be in compliance with all federal, state, and local laws and regulations that govern the operation of the Hutchinson Interconnect Facilities. 13. Hutchinson will operate and maintain the Hutchinson Interconnect Facilities. GMT shall cause to be paid to Hutchinson a monthly operation and maintenance fee for Routine Services of $660 per month effective with the in-service date of GMT Interconnect Agreement 4 January 20, 2016 the Hutchinson Interconnect Facilities. This charge will be adjusted, starting effective with the in-service date of the facilities and on each anniversary date thereafter, according to any change in the CPI -U from the previous year; provided, however, that such charge shall never be less than $660.00. CPI -U shall mean the annual average Consumer Price Index — All Urban Consumers as published by the United States Department of Labor, Bureau of Statistics, Washington, D.C. For purposes of this Agreement, Routine Services shall include the following: general maintenance and monthly testing of the Hutchinson Interconnect Facilities (including monthly calibration of pressure and temperature transmitters, remote terminal unit maintenance, and annual inspection and proving of meters); not including restoration of damage to right-of-way, sites, buildings, the., Hutchinson Interconnect Facilities, or piping caused by flooding, fire or frost heaving. 13.1 GMT shall also reimburse Hutchinson for any materials and supplies purchased and contracted services (at the rates as provided in Sections 17.2 and 17.3) in connection with the provision of Routine Services. 14. In addition to the Routine Services set forth above, Hutchinson shall perform Special Services from time to time as Hutchinson determines, in its sole discretion, are necessary to maintain the Hutchinson Interconnect Facilities upon the prior written approval of GMT. "Special Services" may include, without limitation, theSfollowing: (i) maintenance of roads; (ii) special construction; (iii) operation or rrlaintenance services; (iv) reconstruction and reconditioning of equipment; and (v) overhaul, and/or replacement of the Hutchinson Interconnect Facilities. Hutchinson will procure and furnish all materials, equipment, supplies, services, and labor necessary for such Special Services. If GMT approves such Special Services, expenses will be paid in accordance with Section 17 below, and Hutchinson shall invoice GMT for all such expenses so incurred and GMT shall pay the invoiced amounts. 15. In case of an explosion, fire, storm, or other emergency that may threaten life or property or render the Hutchinson Interconnect Facilities or any part thereof incapable of continued operation, Hutchinson may, at its sole discretion, provide such. services (herein called "Emergency Services") and incur such expenses as in its sole opinion are required and can be provided by Hutchinson to deal with such emergency, and; shall immediately report such emergency to GMT. As soon as practical after such expenses have been incurred, Hutchinson shall notify GMT that such expenses have been incurred, and in accordance with Section 16 below, shall invoice GMT for all such expenses so incurred and GMT shall pay the invoiced amounts. 16. Hutchinson shall invoice GMT on or before the last day of each month for the following amounts: (i) the following months' operation and maintenance fee; (ii) the previous month's materials and supplies purchased; (iii) the previous month's GMT Interconnect Agreement 5 January 20, 2016 contracted services; and (iv) any amount due under Sections 14 and 15. The first invoice shall include a pro -ration for the month that the Hutchinson Interconnect Facilities are placed in service. Increases in equipment and personnel rates shall be based on Hutchinson's actual increase in such costs from its 2011 costs, and shall not exceed the rates charged to any other entity for use of Hutchinson's personnel and equipment. Hutchinson will notify GMT of any such increase at least 60 days prior to the anniversary date of the in-service date of the Hutchinson Interconnect Facilities. In the event payment of any invoice amount is not made within 10 days of receipt of the invoice, interest shall accrue on all unpaid amounts at the rate of 10% per annum. 17. The charges for Special Services shall be computed in accordance with the rates provided in Exhibit A, attached hereto and incorporated by this reference. The charges for any standby equipment, materials and supplies, contracted services, rentals and reimbursable expenses of employees incurred in conjunction with the performance of the Special Services shall be in addition to the charges computed in accordance with the rates provided in Exhibit A and shall be calculated in accordance with Sections 17.1 through 17.6 below. The charges for Emergency Services shall be computed in accordance with the rates provided in Exhibit A. The charges for any standby equipment, materials and supplies, contracted services, rentals and reimbursable expenses of employees incurred in conjunction with the performance of the Emergency Services shall be in addition to the charges computed in accordance with the rates provided in Exhibit A and shall be calculated in accordance with Sections 17.1 through 17.6 below. 17.1 Standby Equipment. The charges for Equipment mobilized and standing by for the provisions of Special Services or Emergency Services shall be computed using one-half (1/2) the rates provided in Exhibit A. 17.2 Materials and Supplies. The charges for materials and supplies purchased in conjunction with the provision of Routine Services, Special Services or Emergency Services shall be the actual cost of such materials and supplies plus 156/o (fifteen percent) of the cost for billing and handling. 17.3 Contracted Services. The charges for any portion of the Routine Services, Special Services, or Emergency Services that Hutchinson contracts for with others shall be the actual cost of such services plus 15% (fifteen percent) of the cost for billing and handling. 17.4 Rentals: The charges for any rentals used in conjunction with the provision of Special Services or Emergency Services shall be the actual cost of such rental plus 15% (fifteen percent) of the cost for billing and handling. GMT Interconnect Agreement 6 January 20, 2016 17.5 Reimbursable Expenses of Employees. Reasonable personal and travel expenses of employees in the performance of Special or Emergency Services which include meals, lodging and the necessary out-of-pocket reimbursable expenditures incurred by employees in the performance of their duties. 17.6 Calculation of Charges using the Rates set forth in Exhibit A. All rates set forth in Exhibit A include fuel, labor burdens and overheads. The number of hours/miles used in calculating the charges for Special Services, Emergency Services; and Standby Equipment will begin when equipment and personnel leave their home base location and continue until their return to their home base. 18. GMT shall reimburse Hutchinson for all of the costs for the design, purchase, construction and installation of the Hutchinson Interconnect Facilities. GMT shall also reimburse Hutchinson for all taxes incurred by Hutchinson in connection with the construction, operation and maintenance of the Hutchinson Interconnect Facilities. Subject to 18.3, GMT shall reimburse Hutchinson for: (i) the costs and taxes as provided in this Section; (ii) the operation and maintenance fee and other charges as provided in Sections 13 and 17; and (iii) the fees and expenses for Special Services and Emergency Services as provided in Sections 14, 15 and 17, within 10 days of the date of an invoice(s) reflecting the amounts to be reimbursed. 18.1 If payment for any of the invoiced amounts as provided in the Paragraph above is not made by GMT within 10 days of the date of such invoice(s), the unpaid balance shall bear interest from the 10th day after the billing date until paid at the rate of 10% per annum. All computations of interest shall be made on the,basis of a year of 360 days for the actual number of days. 18.2 GMT may, within one calendar year from the date of any invoice, take written exception to any invoice, billing or statement rendered by Hutchinson for any amount charged. GMT shall nevertheless pay in full when due all invoices, billings or statements submitted by Hutchinson for all costs incurred by Hutchinson for which GMT is required to reimburse Hutchinson as provided in this Agreement. If, however, the amount as to which such written exception is taken- or any part thereof is ultimately determined by the Parties not to have been incurred in accordance with this Agreement or riot to have been a proper expense or expenditure incurred in good faith when made, such amount or portion thereof (as the case may be) shall be refunded by Hutchinson to GMT together with interest thereon at the rate of interest per annum as defined in the preceding paragraph 'above for the period from the date of payment by GMT to the date of refund by Hutchinson. GMT Interconnect Agreement 7 January 20, 2016 18.3 GMT, after 15 days' notice in writing to Hutchinson, shall have the right during normal business hours to audit, at its own expense, for a period of one year after the end of the year in which the Hutchinson Interconnect Facilities are completed and determined ready for service, and during the term of this Agreement, Hutchinson's books and records relating to the Hutchinson Interconnect Facilities. Such audits shall not be commenced more often than once each calendar year. Hutchinson shall retain all accounts and records relating to the construction of the Hutchinson Interconnect Facilities for said one-year period. In the event any errors are detected by such audit, payment will be made within ten (10) business days by the Party whose payment or over collection has been in error. 19. Hutchinson will inspect and test the metering instrumentation in accordance with Hutchinson's operating procedures, while GMT will have the right to witness such inspection and testing. The meters will undergo a flow calibration prior to delivery. The meter calibration reports can be provided to GMT. Hutchinson shall give GMT prior notice of all scheduled instrumentation inspections and testing. GMT will also have the right to audit the records of the measurement equipment at the metering facilities. 20. All metering of gas quantities delivered and subsequent billing shall be performed by Hutchinson utilizing EFM. Flowing volumes will be calculated in accordance with industry standards. Gas quality values will be provided as determined by Hutchinson and will be utilized for purposes of calculating flow parameters. 21. GMT shall be responsible for any gas lost due to the GMT Interconnect Facilities. GMT will be responsible for all loss and damage to Hutchinson's property which results from the negligent acts or omissions of GMT or its agents, employees, representative or contractors in the design, construction, operation or maintenance of GMT Interconnect Facilities. 22. Hutchinson shall be responsible for any gas lost due to the facilities it owns. Hutchinson will be responsible for all loss and damage to GMT's property which results from the negligent acts or omissions of Hutchinson or its agents, employees, representatives or contractors in the design, construction, operation or maintenance of Hutchinson's facilities. 23. In the event of Hutchinson or GMT being rendered unable, wholly or in part, by force majeure to carry out its obligations under this Agreement, except payment of money, it is agreed upon by such Party giving notice and reasonably full particulars of such force majeure in writing or by facsimile or telephone followed by written confirmation to the other Party within a reasonable time after the occurrence ofthe cause relied on, then the obligations of the Party giving such notice, so far as it is affected by such force majeure, shall be suspended during the continuance of any liability so caused, but for, no longer period, and such cause GMT Interconnect Agreement January 20, 2016 shall so far as possible be remedied with all reasonable dispatch. The term "force majeure" as used herein, shall mean any acts of God, strikes, lockouts or other labor disputes or industrial disturbances, acts of the public enemy, wars, terrorism, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, tornadoes, other storms, floods, washouts or other act of nature, civil disturbances, explosions, breakage, accident or repairs to machinery ,or lines of pipe, temporary or permanent failure of gas supply, inability to obtain or unavoidable delay in obtaining pipe, materials or other equipment, acts or binding orders of any court or other governmental authority whether or not having jurisdiction, and any other cause, whether similar or dissimilar to any above enumerated, not reasonably within the control of the Party claiming relief from liability and which such Party was or would have been unable to prevent by the exercise of due diligence. Failure to prevent or settle any strike or strikes or any dispute leading to a lockout shall not be considered to be matter within the control of the Party claiming relief. 24. GMT shall defend, protect, indemnify, and hold harmless Hutchinson, its members, directors, officers, employees and agents from and against all liability, claims, liens, costs, expenses, demands, suits and causes of action of every kind and character arising in favor of any person or party, including the Parties hereto, and their employees and representatives, on account of personal injuries or death, or damages to property (including without limitation, claims for pollution and environmental damage) in any way directly resulting from the negligent acts or omissions of GMT, its agents, employees, representatives or contractors. This indemnity includes GMT's agreement to pay all costs of defense, including without limitation attorneys' fees, incurred by, any person or party indemnified herein. 25. Except as provided in Section 7, Hutchinson shall defend, protect, indemnify, and hold harmlessc,GMT, its members, directors, officers, employees and agents from and against all liability, claims, liens, costs, expenses, demands, suits and causes of action of every kind and character arising, in favor of any person or party, including the Parties hereto, and their employees and representatives, on account of personal injuries or death, or damages to property (including without limitation, cl4ims for pollution and environmental damage) in any way directly resulting from the negligent acts or omissions of Hutchinson, its agents, employees, representatives or contractors. This indemnity includes Hutchinson's agreement to pay all costs of defense, including without limitation attorneys' fees, incurred by any person or party indemnified herein. 26. GMT agrees;.that the obligations of indemnification hereunder include, but without limitation, liens by third persons against Hutchinson and its property because of labor, services, materials, or any other subject of lien, furnished to GMT, its assignees or subcontractors, in connection with the work performed by GMT hereunder. GMT Interconnect Agreement 9 January 20, 2016 27. Hutchinson agrees that the obligations of indemnification hereunder include, but without limitation, liens by third persons against GMT and its property because of labor, services, materials, or any other subject of lien, furnished to Hutchinson, its assignees or subcontractors, in connection with the work performed by Hutchinson hereunder. 28. Neither Party shall be liable to the other Party for any indirect, consequential, special, exemplary or punitive damages of any nature whatsoever arising out of or related to actions taken or omissions of such Party in connection with this Agreement. 29. At all times during this Agreement, each Party shall obtain and maintain the following insurance: (a) Worker's Compensation and Employer's Liability Insurance in accordance with the laws of the state where the work is performed with limits for Employer's Liability of $1,500,000 per accident or disease, aggregate as disease. (b) Commercial General Liability Insurance with Completed Operations Coverage for claims alleging bodily injury including death, and damage to property of others, with a combined single limit of $1,500,000 for bodily injury and property damage per occurrence and $2,000,000 in the aggregate. (c) Automobile Liability Insurance covering owned, non -owned, and hired vehicles with minimum combined single limits for bodily injury and property damage for any single loss of $1,500,000. (d) Excess Liability Insurance for claims alleging bodily injury including death and damage to property with a combined single limit of $5,000,000 for bodily injury and property damage per occurrence and in the aggregate. HUC's maximum liability is limited to a combined single limit of $1,500,000 by Minnesota Statute. The insurance required in (b), (c) and (d) shall reflect that the other Party is an additional insured. Within thirty (30) days of effective date of this Agreement, each Party shall furnish to the other Party certificates as evidence showing that the insurance policies to be carried in accordance with this provision have been obtained. All insurance to be carried pursuant to the above shall be endorsed to GMT Interconnect Agreement 10 January 20, 2016 require the insurer to furnish 30 days' written notice prior to effective date of any modification or cancellation of such insurance to the certificate holder. The parties agree that the limits of insurance will be at least in an amount equal to the maximum liability limits for municipalities in Minnesota as may be adjusted from time to time. 30. Delivery of natural gas volumes to the GMT Interconnect Facilities will be made pursuant to the Natural Gas Firm Transportation Capacity Agreement (the "Transportation Agreement") executed between Hutchinson and United Natural Gas L.L.C. Should any conflict arise between any provision of this Interconnect Agreement and that of the Transportation Agreement, the provisions of Hutchinson's transportation agreements shall control. 31. Hutchinson shall have the right to inspect and audit all books, records or any other supporting evidence of GMT that Hutchinson deems necessary in order to determine GMT's compliance with this Agreement, Hutchinson policies and procedures, regulatory authorities or other laws and regulations. Hutchinson shall have the right to receive copies of any such documentation requested. Hutchinson's right to audit shall extend throughout the term of this Agreement and for a period of three years thereafter or longer if required by law. 32. This Agreement shall not be assigned or transferred by either Party in any manner, by operation of law or otherwise, without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided however, either Party may without the need for consent from the other Party (and without relieving the assigning Party from liability hereunder) transfer or assign its rights and obligations hereunder to any parent, affiliate or subsidiary of such Party; provided, however, that in each such case any such assignee shall agree in writing to be bound by the terms and conditions hereof. Subject thereto, this Agreement shall inure to the benefit of; and be binding upon, the successors, assigns, and legal representatives of the respective Parties. 33, This Agreement shall run concurrently with the Natural Gas Firm Transportation Capacity Agreement entered into by Hutchinson Utilities and United Natural Gas L.L.C. on or about the same date as this Agreement. In the event said Transportation Capacity Agreement is terminated, this Agreement shall automatically be terminated; in the event said Transportation Capacity Agreement is extended beyond its initial term, this Agreement shall be automatically extended for an identical extended term. This provision shall not prevent the parties from entering into a new, extended, or amended Interconnect Agreement to replace this Agreement, provided that such new, extended, or amended agreement is in writing, specifically provides that it is a modification of this Agreement, and is executed by both parties. 34. This Agreement sets forth all understandings between the parties as of the GMT Interconnect Agreement 11 January 20, 2016 effective date herein. Any prior contracts, understandings and representations, 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. 35. It is understood by GMT that it is economically feasible to enter into this agreement to provide a pipeline interconnect to GMT 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 pro -rata costs incurred, due to Hutchinson's regulation, to GMT for the length of this Agreement. 36. This Agreement, as well as the Transportation Capacity Agreement entered into between Hutchinson Utilities and United Natural Gas L.L.C. shall not take effect until Hutchinson has received a signed Resolution by the governing board of GMT directing Hutchinson to proceed with its responsibilities under this agreement. GMT Interconnect Agreement 12 January 20, 2016 IN WITNESS WHEREOF, GMT and Hutchinson have executed this Agreement in two (2) duplicate originals, effective as of the date first written above. HUTCHINSON UTILITIES COMMISSION By: l�Arw -�- .4p."-, Name: ^�- � s• �n Title: Commission President Date: -�% • Z1 • b Witness: Date: GREATER MINNESOTA TRANSMISSION L.L.0 .r Date: -2-0. „t-&14 Witness: Date: ith A wledgment of United By: 0w(//1Y- Name: �zgge--s Title: P 61- Oyep w 7 Date: W itness:c� Date:' 0`101 • a 01 lD GMT Interconnect Agreement 13 January 20, 2016 Natural Gas L.L.C. EXHIBIT A Page 1 of 2 HUTCHINSON UTILITIES COMMISSON 2015 EQUIPMENT RATES EQUIPMENT RATE PER HOUR Pickup $47.00 Backhoe $80.00 Welder, $52.00 Air Compressor $42.00 Vactron $70.00 *Note: All equipment rented or Yd party contractor hired by Hutchinson Utilities Commission will be invoiced at actual cost plus 15% for billing and handling. GMT Interconnect Agreement 14 January 20, 2016 EXHIBIT A Page 2 of 2 HUTCHINSON UTILITIES COMMISSON 2015 AVERAGE HOURLY RATES CLASSIFICATION REGULAR OVERTIME 1-112 OVERTIME 2 Operator $60.00 $90.00 $120.00 *Note: All Average Hourly Rates shall be increased annually as reflected in Hutchinson's labor agreement. GMT Interconnect Agreement 15 January 20, 2016 Hutchinson Utilities NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT John Webster 01/20/2016 NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT THIS NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT ("Agreement") is made and entered into on this day of January, 2016, to be effective as of the 1 st day of June, 2016, by and between United Natural Gas L.L.C. ("UNG") with offices located at 705 E. 4t" Street, PO Box 461, Winthrop, Minnesota, 55396 and Hutchinson Utilities Commission ("Hutchinson") a Minnesota municipal utility located at 225 Michigan St. SE, Hutchinson, Minnesota, 55350. UNG and Hutchinson shall hereinafter sometimes be referred to separately as "Party" or jointly as "Parties." Greater Minnesota Transmission L.L.C. ("GMT") acknowledges the terms and conditions set forth herein. WITNESSETH: WHEREAS, UNG desires to contract with Hutchinson for the provision of long-term firm transportation capacity by Hutchinson to UNG; WHEREAS, Hutchinson has the capability to provide UNG with long term firm transportation capacity; NOW THEREFORE, in consideration of the premises and mutual covenants and conditions contained in this Agreement, Hutchinson and UNG agree as follows: 1. Character Of Service. a. Firm Natural Gas Transportation Service -- Hutchinson shall provide to UNG firm natural gas transportation capacity in the amount of 900 Dth per day for 365 days per year, commencing on the 1st day of June, 2016, and continuing for an initial period of 10 years, through the last day of May, 2026, under the rates, terms and conditions set forth in this Agreement. This service shall always be available to UNG 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 UNG over which UNG may transport natural gas supplies purchased from an independent 3rd party supplier. UNG Firm Transportation Capacity Agreement January 20, 2016 2. Availability And Conditions. a. Generally -- Firm transportation service under this Agreement shall be available to UNG under the terms and conditions of this Agreement. Such capacity, up to the Maximum Daily Quantity (MDQ) of 900 Dth/day, shall always be available to UNG 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. Natural Gas Standards -- Gas supplies transported by UNG 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. Contact Persons 1. UNG 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 UNG 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. d. Compliance With Agreement -- Service under this Agreement shall not commence until all three parties have fully executed this Agreement and complied with all relevant requirements contained herein. Delivery Points -- Attachment A to this Agreement sets forth the Delivery Point(s) for delivery of natural gas from Hutchinson to UNG. Contract Changes -- Hutchinson has the right to modify this Agreement due to changes imposed by 3rd party entities. 3. Term. The initial term for service under this Agreement is Ten (10) years. UNG must notify Hutchinson in writing one (1) year prior to the expiration of the term if UNG desires to continue service under this Agreement. If UNG has complied with all terms of this Agreement, and has no outstanding arrearages, UNG may, upon written notice provided to Hutchinson one (1) year prior to the expiration of UNG Firm Transportation Capacity Agreement 2 January 20, 2016 the current term, extend this Agreement for a mutually agreed-upon period. If a term for the extension cannot be agreed upon by UNG and Hutchinson, the parties agree to a minimum term of (2) two years. If such timely notice is not provided by UNG, Hutchinson is not obligated to renew service for UNG. Representatives of Hutchinson and UNG shall meet approximately two (2) years prior to the expiration date of the initial term of this Agreement to discuss future operations. 4. Rates. a. Rates For Service -- The following charges shall apply to the firm transportation capacity to be provided to UNG by Hutchinson: 1. Reservation Charge. Reservation Charge, per Dth of MDQ -- $6.90 per Month This charge may be adjusted, starting on June 1, 2017 and on each June 1 thereafter, according to any change in the CPI -U from the previous year; provided, however, that such charge shall never be less than $6.90. CPI -U shall mean the annual average Consumer Price Index — All Urban Consumers as published by the United States Department of Labor, Bureau of Statistics, Washington D.C. 2. Transportation Charge. Transportation Charge, per Dth, all usage during a month -- $0.00 b. Third Party Charges. UNG 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, UNG 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. UNG shall pay any fines, additional amounts, or penalties imposed under the terms of this Agreement. 5. Billing And Pavment. a. Billing -- Reservation invoice will be rendered to UNG or its agent by the UNG Firm Transportation Capacity Agreement 3 January 20, 2016 fifteenth day of the month preceding the month in which service is rendered by Hutchinson. Remaining bills will be rendered to UNG or its agent by the fifteenth day of the month following the month in which service is rendered by Hutchinson. b. Payment -- Payment is due from UNG on or before the fifteenth day following the date the bill is issued by Hutchinson. A late payment charge of one and one-half percent per month, or the legally authorized maximum interest rate, whichever is lower, shall be levied on any unpaid balances. Pipeline, Supplier, And Third Party Charges -- Any charges which Hutchinson reasonably incurs on behalf of UNG from any pipeline, supplier, or other third party, shall be passed through to, and paid in full by, UNG. Hutchinson shall provide to UNG in writing full details concerning any such charges. d. Good Faith Dispute -- If UNG, in good faith, disputes the amount of any invoice rendered by Hutchinson, or any part thereof, UNG shall pay the full amount of the invoice. Hutchinson shall promptly provide in writing to UNG supporting documentation acceptable in industry practice to support the amount invoiced, and UNG shall promptly provide to Hutchinson in writing the basis for any dispute, including supporting documentation acceptable in industry practice. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this provision. Right To Inspect -- 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. f. 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 are objected to, in writing, with adequate explanation 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 Requirement -- Hutchinson hereby certifies that it has sufficient firm transportation capacity to provide the amount of firm transportation service to UNG pursuant to the terms of this Agreement for UNG Firm Transportation Capacity Agreement 4 January 20, 2016 the term of this Agreement. b. Effect of Failure To Provide Gas Supplies I. UNG agrees to immediately curtail its deliveries from Hutchinson under this Agreement when UNG's gas supplies are not received into Hutchinson's system, unless the parties agree otherwise in writing. 2. UNG shall indemnify, defend and hold Hutchinson harmless for any damages caused by UNG's failure to deliver, or to have delivered on its behalf, supplies for transportation over Hutchinson's system. 7. Operational Requirements. a. BTU Adjustment -- The quantity of gas received by Hutchinson from UNG and the quantity of gas delivered to UNG by Hutchinson shall be thermally balanced. Billed volumes may be adjusted when the BTU content of LNG's gas varies from 1,000 BTUs per cubic foot. b. Gas Ouality -- Gas received by Hutchinson on behalf of UNG 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. C. Responsibility For Transporting Gas Supplies -- Hutchinson shall have the sole responsibility for transporting natural gas supplies to the Delivery Point(s). GMT shall have the sole responsibility for transporting natural gas from the Delivery Point(s). 8. A ents. a. Designation of Agents -- UNG may designate an agent for nominating and scheduling volumes for transportation on Hutchinson's system. UNG shall notify Hutchinson in writing at least fifteen (15) business days prior to the first day of the month in which such services will be utilized that a third party has been designated as UNG's agent and shall act as agent for UNG for purposes of nominations, billing, and/or other functions as specified by UNG. If UNG utilizes an agent for any or all of these purposes, UNG agrees that information to be supplied by Hutchinson to UNG may be supplied only to the agent and that information supplied by the agent to Hutchinson shall be relied upon by Hutchinson as if provided by UNG. Hutchinson shall be held harmless for any errors between UNG and said agent. Such designation shall remain in effect until UNG notifies Hutchinson in writing that the previously designated agent is no longer its UNG Firm Transportation Capacity Agreement 5 January 20, 2016 agent. b. Information Required -- UNG shall provide the following information to Hutchinson concerning each agent used by UNG for any purpose: 1. Name and address of the agent or agents; 2. Primary and secondary contact persons for the agent or agents; 3. Telephone and facsimile number for primary and secondary contact persons for the agent or agents; and 4. Twenty-four hour telephone number for weekends and holidays for the agent or agents. UNG To Remain Liable -- UNG may elect to have its bill for services under this Agreement sent directly to its agent. However, if UNG selects this option, UNG 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 UNG or to UNG'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 UNG or its designated agent shall provide Hutchinson a written estimate of UNG's daily firm transportation capacity requirements and total monthly requirement for transportation service under this Agreement. If UNG has more than one meter, said nominations shall be provided by meter. Nominations shall be limited to the meter or meters specified in this Agreement, as modified by further agreement of the parties in writing. Absent agreement in writing, nominations by UNG or its designated agent may not exceed UNG's maximum daily quantity ("MDQ"). b. Daily Nominations — UNG or its designated agent shall notify Hutchinson of any requested change to its nomination, 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 UNG or its designated agent may not exceed UNG's MDQ. 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 UNG or its designated agent as UNG Firm Transportation Capacity Agreement 6 January 20, 2016 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, consistent with other provisions of this Agreement. d. Waiver -- Hutchinson may, in its sole discretion and on a non- discriminatory basis, waive any of the nomination requirements set forth in this section if Hutchinson determines that it can accommodate such nominations. Late Nomination -- If Hutchinson has not waived the nomination requirements, Hutchinson may still, in its sole discretion and on a non- discriminatory basis, confirm a late nomination. 10. Balancing. a. Daily BalancingRhe uired -- On a daily basis, UNG or its designated agent shall balance (1) the receipt of UNG's gas volumes into Hutchinson's system with (2) the delivery of thermally equivalent gas volumes by Hutchinson to UNG at the meter or meters. Differences between daily receipts from and daily deliveries to UNG shall be accumulated in an imbalance account. UNG or its designated agent shall monitor receipts and deliveries on its behalf and shall adjust its consumption of gas so as to ensure that its receipts and deliveries are in balance to the extent practicable. b. Positive And Negative Daily Or Monthly Imbalances -- A Positive Daily or Monthly Imbalance occurs when receipts of gas on behalf of UNG exceed deliveries of gas to UNG. A Negative Daily or Monthly Imbalance occurs when deliveries of gas to UNG exceed receipts of gas on behalf of UNG. C. Daily Balancing Limitation -- UNG shall be permitted to incur a Positive Daily Imbalance or a Negative Daily Imbalance of up to 10% of UNG's daily nominated quantity except during curtailment or interruption under the terms of this Agreement. During curtailment or interruption, UNG shall be required to abide by the terms of any curtailment or interruption instructions issued by Hutchinson. d. Monthly Balancing Limitation -- UNG may incur a cumulative monthly Positive or Negative imbalance of up to and including 10% of UNG's MDQ. No imbalance charges shall apply to cumulative monthly imbalances up to and including this 10% of UNG's MDQ. UNG Firm Transportation Capacity Agreement 7 January 20, 2016 11. Scheduling and Imbalance Charges. a. Daily Scheduling Charges. Daily Deliveries In Excess Of Nominated Quantities -- If daily delivery to UNG exceeds UNG's nomination for that day, UNG shall pay the following charges: For deliveries in excess of UNG's daily nomination plus the daily tolerance of 10% of UNG's daily nominated quantity, UNG shall pay an additional charge of $0.10/Dth. For deliveries in excess of UNG's MDQ, UNG shall pay an additional transportation charge of $0.50/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 Quantities -- If daily delivery to UNG is less than UNG's nomination for that day, UNG shall pay the following charges: For deliveries that are less than UNG's daily nomination minus the daily tolerance of 10% of UNG's daily nominated quantity, UNG shall pay an additional charge of $0.10/Dth. 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. 3. Other Charges -- If Hutchinson incurs any additional, verifiable charges from its interstate pipeline supplier directly as a result of UNG's imbalance, those costs shall be paid in full by UNG. Hutchinson shall provide to UNG full details of these charges in writing on or before the billing date. 4. Effect On Charges -- These charges are in addition to, and not in place of, any charges imposed on UNG by an entity other than Hutchinson. 5. Limitations -- Notwithstanding any other provision of this Agreement, UNG shall not be liable for any daily scheduling charges incurred as a result of Hutchinson's failure to nominate, UNG Firm Transportation Capacity Agreement January 20, 2016 schedule, and/or confirm the correct amount of daily firm transportation capacity for UNG. In such instance, Hutchinson shall pay such daily scheduling charges or reimburse UNG for such daily scheduling charges paid by UNG. b. Settlement of Monthly Imbalances -- UNG shall be required to settle outstanding imbalances on a monthly basis. On a monthly basis, by the 20th of the following month or the next business day following the 20th of the month if the 20th of the month falls on a Saturday, Sunday, or legal holiday, Hutchinson shall provide an Imbalance Statement to UNG detailing the daily quantities received on behalf of UNG and the daily volumes delivered to UNG. Any Positive or Negative imbalance remaining at the end of a given month shall be resolved as 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 10% of UNG's MDQ shall be assessed a Positive Monthly Imbalance Charge of $0.20/Dth. Hutchinson shall allow UNG 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 10% of UNG's MDQ shall be assessed a Negative Monthly Imbalance Charge of $0.20/Dth. Hutchinson shall allow UNG 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 UNG's imbalance, those costs shall be paid in full by UNG. Hutchinson shall provide to UNG full details of these charges in writing on or before the billing date. 4. Effect On Charges -- These charges are in addition to, and not in place of, any charges imposed on UNG by an entity other than Hutchinson. 5. Limitations -- Notwithstanding any other provision of this Agreement, UNG 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 UNG for such imbalance charges paid by UNG. UNG Firm Transportation Capacity Agreement 9 January 20, 2016 12. Penalty For Unauthorized Takes Durinls Curtailment Or Interruption. Provided that Hutchinson has complied with the terms of this Agreement with respect to such curtailment or interruption, if UNG fails to curtail or interrupt its takes when directed to do so by Hutchinson, UNG shall be billed for all volumes taken in excess of the applicable limitation at a rate equal to the Daily Chicago Index plus $10.00 per Dth. In addition, Hutchinson shall have the right to disconnect UNG's supply of gas if UNG fails to curtail or interrupt its use of gas when and as directed by Hutchinson. Hutchinson must restore such service as soon as practicable following any such disconnection. 13. Title, Liability, and Insurance. a. Title -- Gas received by Hutchinson on behalf of UNG for delivery to GMT shall remain the property of UNG. b. Liability -- Hutchinson shall not be liable to UNG for any loss of gas for any cause other than gross negligence or misconduct by Hutchinson or its employees. UNG's gas may be commingled with other gas supplies in Hutchinson's system. C. Insurance -- UNG shall be responsible for maintaining sufficient insurance as necessary to protect its property and other interests in the gas prior to, during, and after its receipt by Hutchinson. Hutchinson shall be responsible for maintaining sufficient insurance as necessary to protect its property and other interests in providing transportation service under this Agreement to UNG. 14. Curtailment and Interruption. Service under this Agreement may be curtailed or interrupted as necessary due to physical, operational, or other similar constraints on Hutchinson's system. If Hutchinson is required to curtail or interrupt service due to capacity constraints, Force Majeure events, system integrity, or other conditions, any interruptible services provided to other entities by Hutchinson shall be curtailed completely before firm services are curtailed, and firm 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 Maieure. 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, UNG Firm Transportation Capacity Agreement 10 January 20, 2016 insurrections, epidemics, 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 UNG 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 UNG apprised of the time, date, and circumstances when service under this Agreement shall be restored. UNG is not required to pay any charges under this Agreement during the term of the Force Majeure act or event. 2. If UNG is unable to take 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. UNG shall notify Hutchinson 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. UNG shall work to remedy the Force Majeure act or event as soon as reasonably possible and shall keep Hutchinson apprised of the time, date, and circumstances when UNG will resume service under this Agreement. Hutchinson is not required to provide service under this Agreement during the term of the Force Majeure act or event. C. Limitations On Force Majeure -- Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary firm transportation unless primary, in -path, firm transportation is also curtailed; (ii) the party claiming excuse failed to UNG Firm Transportation Capacity Agreement I I January 20, 2016 remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship of either party. Notwithstanding any other provision of this Agreement, the party claiming Force Majeure shall not be excused from its responsibility for imbalance charges. 16. Notices. a. Addresses -- All invoices, payments and other communications made pursuant to this Agreement shall be made to the addresses specified in writing by the respective parties from time to time. b. Acceptable Forms -- All notices required hereunder 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, Regulations, 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 UNG that it is economically feasible to enter into this agreement to provide firm transportation to UNG 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 pro rata costs incurred, due to Hutchinson's regulation, to UNG for the length of this Agreement. UNG Firm Transportation Capacity Agreement 12 January 20, 2016 18. Miscellaneous Provisions. a. Declaration Of Invalidity -- If any provision of this Agreement is determined to be invalid, void, or unenforceable by any court or other entity having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement; and the parties agree to negotiate in good faith a replacement to such invalid, void or unenforceable provision and/or any other amendments as may be necessary to ensure that the Agreement as a whole reflects the original intentions of the parties. b. No Continuing Waiver -- No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. C. Limitation On Agreement -- The parties expressly acknowledge and agree that it is 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. d. Complete Agreement -- This Agreement sets forth all understandings between the parties as of the effective date herein. Any prior contracts, understandings and representations, 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. e. 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. f. Confidentiality Required -- 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 (i) in order to comply with any applicable law, legal process, order, regulation, or exchange rule; (ii) to the extent necessary for the enforcement of this Agreement; 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. UNG Firm Transportation Capacity Agreement 13 January 20, 2016 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 PartYBeneficiary -- There is no third party beneficiary to this Agreement. UNG Firm Transportation Capacity Agreement 14 January 20, 2016 WHEREFORE, the Parties have executed this Agreement through their duly authorized representatives effective as of the date specified above HUTCHINSON UTILITIES COMMISSION By: 44m,0VA 4A, -- Name: 4tTq." 3-'a'. 45Ct Title: Commission President Date: UNITED NATURAL GAS L.L.C. By: Name: Title: (/=j2- adz PY&W-G' Y Date: 1 ^.2.2 — 2-010 Witness: Witness l n / ^ Z '� _/(' / - Qom— Date: Date: With Acknowledgement of Greater Minnesota Transmission L.L.C. By: Name: �� - Title: cs 1W C ..,d Date: 2 b Witness: Date: UNG Firm Transportation Capacity Agreement 15 January 20, 2016 NATURAL GAS FIRM TRANSPORTATION CAPACITY AGREEMENT BETWEEN HUTCHINSON UTILITIES COMMISSION AND UNITED NATURAL GAS Attachment A Delivery Points United Natural Gas may receive gas from Hutchinson at the following Delivery Points: Station Name County City State (1) Lafayette Interconnect Station Nicollet Lafayette Minnesota 16 HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN STREET HUTCHINSON MINNESOTA 55350 ANTHONY HANSON PRESIDENT DONNA LuHRING VICE PRESIDENT MARK GIRARD SECRETARY MONTY MORROW COMMISSIONER DWIGHT BORDSON COMMISSIONER JEREMY CARTER GENERAL MANAGER TEL 3243874746 FAx 320587-4721 AGREEMENT THIS AGREEMENT ("AGREEMENT") IS MADE AND ENTERED INTO THIS TH DAY OF JANUARY, 2016. TO BE EFFECTIVE AS OF THE 1 sr DAY OF MAY, 2016, BY AND BETWEEN HUTCHINSON TECHNOLOGY, INC. ("HTI") WITH OFFICES LOCATED AT 40 WEST HIGHLAND PARK DRIVE NE, HUTCHINSON, MINNESOTA, 55350 AND HUTCHINSON UTILITIES COMMISSION ("HUG") A MINNESOTA MUNICIPAL UTILITY LOCATED AT 225 MICHIGAN ST SE. HUTCHINSON, MINNESOTA, 55350. HTI AND HUTCHINSON SHALL HEREINAFTER SOMETIMES BE REFERRED TO SEPARATELY AS "PARTY" OR JOINTLY AS "PARTIES." WHEREAS, HTI DESIRES TO PURCHASE, AND HUC SHALL PROVIDE, FIRM GAS FOR USE AT HTI'S HUTCHINSON HEADQUARTERS/PLANT: AND. WHEREAS, HTI DOES ACKNOWLEDGE THAT HUG WILL, IN RELIANCE UPON THIS AGREEMENT, ENTER INTO AN AGREEMENT TO PROVIDE FIRM GAS AND TRANSPORTATION. NOW. THEREFORE, IN CONSIDERATION OF THE FOREGOING AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES MAKE THE FOLLOWING AGREEMENT: HUC SHALL PROVIDE. AND HTI SHALL ACCEPT, FIRM GAS COMMENCING MAY 1, 2016, AT 9:00 A.M. AND TERMINATING ON MAY 1. 201 S. AT 9:00 A.M. Ci] 1. AyA1LABILfTY A. GENERAL FIRM TRANSPORTATION SERVICE UNDER THIS AGREEMENT SHALL BE AVAILABLE TO HTI UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS SERVICE MAY NOT BE CURTAILED OR INTERRUPTED EXCEPT PURSUANT TO THE TERMS OF THIS AGREEMENT. B. THE COST FOR ADDITIONAL CAPACITY OR NEW INSTALLATIONS UTILIZING THIS SERVICE SHALL BE BILLED TO HT1. HTI MUST SUBMIT A WRITTEN REQUEST TO HUC FOR ADDITIONAL CAPACITY/NEW INSTALLATIONS. ALL ADDITIONAL COSTS MUST Brz"PRE-APPROVED, IN WRITING, BY HT1. C. QOMPLIANCE WITH AGREEMENTS SERVICE UNDER THIS AGREEMENT SHALL NOT COMMENCE UNTIL BOTH PARTIES HAVE FULLY EXECUTED THIS AGREEMENT AND COMPLIED WITH ALL RELEVANT REQUIREMENTS CONTAINED HEREIN. D. AGREEMENT CHANGES HUC HAS THE RIGHT TO MODIFY THIS AGREEMENT DUE TO CHANGES IMPOSED BY HUC'S CURRENT NATURAL GAS TRANSMISSION PROVIDERS AND FEDERAL, STATE AND LOCAL REGULATORS/AUTHORITIES. 2. TERM THE INITIAL TERM FOR SERVICE UNDER THIS AGREEMENT IS TWO (2) YEAR. HTI MUST NOTIFY HUC IN WRITING THREE (3) MONTHS PRIOR TO THE EXPIRATION OF THE TERM IF HTI DESIRES TO CONTINUE SERVICE UNDER THIS AGREEMENT. IF HTI HAS COMPLIED WITH ALL TERMS OF THIS AGREEMENT, AND HAS NO OUTSTANDING ARREARAGES, HTI MAY, UPON WRITTEN NOTICE ,PROVIDED TO HUC THREE(3) MONTHS PRIOR TO THE EXPIRATION OF THE CURRENT TERM, EXTEND THIS AGREEMENT FOR A MUTUALLY AGREED-UPON PERIOD. IF A TERM FOR THE EXTENSION CANNOT BE AGREED UPON BY HTI AND HUC. THE PARTIES AGREE TO A MINIMUM TERM OF ONE (1) YEAR. IF SUCH TIMELY NOTICE IS NOT PROVIDED BY HTI, HUC IS NOT OBLIGATED TO RENEW SERVICE FOR HTI. 9 3. RATES A. RATES FOR SERVICE THE FOLLOWING CHARGES SHALL APPLY TO THE FIRM COMMODITY AND TRANSPORTATION CAPACITY TO BE PROVIDED To HTI BY HUC: 1. COMMODITY MONTHLY INSIDE FERC VENTURA INDEX, AS PUBLISHED BY PLATT'S "GAS DAILY". PLUS/MINUS THE NNG VENTURA TO NBPL VENTURA MONTHLY PREMIUM. MONTHLY INDEX AS PUBLISHED IN PLAITS FERC GAS MARKET REPORT FOR NORTHERN NATURAL GAS CO. AT VENTURA, IOWA PLUS OR MINUS ANY INDEX PREMIUM OR DISCOUNT BASED ON CURRENT MARKET CONDITIONS AT THE TIME THE GAS IS PURCHASED. HUC SHALL PURCHASE HTI'S FIRM BASE LOAD NATURAL GAS REQUIREMENTS, FOR THE FOLLOWING MONTH, WITHIN 24 BUSINESS HOURS OF RECEIPT OF HTI'S FIRST OF THE MONTH BASE LOAD NOMINATION. (SEE SECTION 7, PARAGRAPH "A") 2. MONTHLY DEMAND CHARGE MONTHLY DEMAND CHARGE PER -- $10.33 MCF OF BILLING DEMAND 3. TRANSPORTATION CHARGE TRANSPORTATION CHARGE. PER METERED MCF --$0.87 THIS CHARGE MAY BE ADJUSTED, STARTING ON MAY 1. 2018 AND ON EACH MAY 1 THEREAFTER. ACCORDING TO ANY CHANGE IN THE CPI -U FROM THE PREVIOUS YEAR: PROVIDED HOWEVER. THAT SUCH CHARGE SHALL NEVER BE LESS THAN $0.83. CPI -U SHALL MEAN THE ANNUAL AVERAGE CONSUMER PRICE INDEX - ALL URBAN CONSUMERS AS PUBLISHED BY THE UNITED STATES DEPARTMENT OF LABOR. BUREAU OF STATISTICS, WASHINGTON, C.C.. 4. TAXES THE ABOVE CHARGES DO NOT INCLUDE ANY TAXES. 131 B. METERING HTI SHALL PAY ALL COSTS ASSOCIATED WITH THE INSTALLATION OF METERS AND ANY OTHER EQUIPMENT NECESSARY FOR HTI TO RECEIVE SERVICE UNDER THIS AGREEMENT UNLESS OTHERWISE AGREED TO IN WRITING BETWEEN HTI AND HUC. 4. RECONNECTION CHARGE ANY TRANSPORTATION CUSTOMER RECEIVING SERVICE PURSUANT TO THIS AGREEMENT MUST PAY THE "RECONNECTION CHARGE" AS SET FORTH WHEN REQUESTING A RETURN TO HUC'S SYSTEM SUPPLY FOR ALL OR ANY PORTION OF THE TRANSPORTATION CUSTOMER'S DAILY REQUIREMENTS. THE RECONNECTION CHARGE SHALL BE CALCULATED ON A MONTHLY BASIS AND SHALL CONSIST OF A REALIGNMENT SURCHARGE THAT APPLIES TO ALL VOLUMES MEASURED BY HTI'S INDUSTRIAL METER. A. TERM SIX MONTHS - COMMENCING WITH THE FIRST MONTH FOLLOWING THE TERMINATION OF THIS AGREEMENT B. REALIGNMENT SURCHARGE THE REALIGNMENT SURCHARGE SHALL BE IN ADDITION TO THE INDUSTRIAL RATE AS PUBLISHED BY HUC. THE REALIGNMENT SURCHARGE (RS) SHALL BE CALCULATED AS FOLLOWS: RS = MONTHLY INSIDE FERC VENTURA INDEX, AS PUBLISHED BY PLATT'S "GAS DAILY", PLUS/MINUS THE NNG VENTURA TO NBPL VENTURA MONTHLY PREMIUM MINUS HUC's "BASE RATE" ($7.85 IN 2010). PROVIDED. HOWEVER, THAT SUCH SURCHARGE SHALL NEVER BE LESS THAN $0.00. A. BILLING INVOICE WILL BE RENDERED TO HTI, OR ITS AGENT. BY THE FIFTEENTH DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH SERVICE IS RENDERED BY HUC. 141 B. PAYMENT PAYMENT IS DUE FROM HT1 ON OR BEFORE THE TENTH DAY FOLLOWING THE DATE THE BILL IS ISSUED BY HUC. A LATE PAYMENT CHARGE OF ONE AND ONE-HALF PERCENT PER MONTH, OR THE LEGALLY AUTHORIZED MAXIMUM INTEREST RATE, WHICHEVER IS LOWER, SHALL BE LEVIED ON ANY UNPAID BALANCE. 6. CONDITIONS OF SERVICE A. HUC HEREBY CERTIFIES THAT IT HAS SUFFICIENT FIRM TRANSPORTATION CAPACITY TO PROVIDE THE AMOUNT OR FIRM TRANSPORTATION SERVICE TO HTI PURSUANT TO THE TERMS OF THIS 'AGREEMENT FOR THE TERM OF THIS AGREEMENT. C. UNLESS OTHERWISE AGREED BETWEEN HTI AND HUC, HTI WILL REIMBURSE HUC FOR THE COST OF METERING AND ANY OTHER EQUIPMENT AS REQUIRED BY HUC TO PROVIDE SERVICE TO HTI UNDER THIS AGREEMENT. ALL SUCH EQUIPMENT SHALL REMAIN THE PROPERTY OF HUC. HUC SHALL SUBMIT A WRITTEN ESTIMATE TO HTI ITEMIZING ALL COSTS ASSOCIATED WITH THE INSTALLATION OF REQUIRED METERING AND OTHER EQUIPMENT NECESSARY FOR HTI TO RECEIVE SERVICE UNDER THIS AGREEMENT. HT1 MUST PROVIDE WRITTEN APPROVAL TO HUC AUTHORIZING PURCHASE OF SAID EQUIPMENT. D. UNLESS OTHERWISE AGREED TO IN WRITING BY HUC AND HTI, AUTOMATIC TELEMETERING EQUIPMENT IS REQUIRED. HT1 SHALL PROVIDE TELEPHONE, COMPUTER AND OTHER INTERFACES, AS WELL AS ELECTRIC CONNECTIONS TO THE METER(S), AS AGREED TO BY HT1 AND HUC. ALL MONTHLY UTILITY FEES (TELEPHONE, ELECTRICITY, ETC.) SHALL BE BORNE BY HT1. HTI SHALL PROVIDE HUC WITH ACCESS SO THAT HUC MAY OPERATE AND MAINTAIN SAID EQUIPMENT. E. HUC SHALL PROVIDE HTI (OR AGENT) WITH A DAILY USAGE REPORT VIA EMAIL FOR NOMINATION PURPOSES. 7. NOMiNAmoNS A. FIRST OF THE MQNTH NOMINATIONS BY 7:00 A.M. CENTRAL CLOCK TIME ("C.C.T."). BY THE 15TH DAY OF THE MONTH PRIOR TO GAS FLOW. HTI, OR ITS DESIGNATED AGENT, SHALL PROVIDE HUC A WRITTEN ESTIMATE OF HTI'S DAILY FIRM BASE LOAD [5] LEVEL OF NATURAL GAS REQUIRED FOR THE FOLLOWING MONTH. IN THE EVENT HUC HAS NOT RECEIVED THE BASE LOAD NOMINATION FROM HTI BY THE ABOVE DESIGNATED TIME. HUC SHALL NOMINATE THE CURRENT MONTH'S BASE LOAD LEVEL FOR THE FOLLOWING MONTH. B. DAILY NOMINATIONS HTI, OR ITS DESIGNATED AGENT, SHALL NOTIFY HUC OF ANY REQUESTED CHANGE TO ITS NOMINATION, IN WRITING, By 7:00 A.M. C.C.T AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE DATE OF THE REQUESTED CHANGE. HUC SHALL GRANT SUCH REQUESTS IN ITS REASONABLE DISCRETION. C. GAS DAY THE GAS DAY SHALL RUN FROM 9:00 A.M. TO 9:00 A.M. CENTRAL STANDARD TIME. 8. DAILY SWING SUPPLY HUC AGREES TO PROVIDE DAILY SWING SUPPLY TO HTI AT THE APPLICABLE PRICE, AS PUBLISHED FOR THE DAY BY PLATT'S "GAS DAILY" IN ITS "DAILY PRICE SURVEY ($/DTH)" FOR "NORTHERN, VENTURA" "MIDPOINT" ("DAILY INDEX") PLUS/MINUS $0.01. SWING SUPPLY IS DEFINED AS SUPPLY INCREASES OR DECREASES, FROM CONTRACTED LEVELS, NOMINATED AT LEAST 24 HOURS PRIOR TO THE START OF THE GAS DAY. HUC SHALL PROVIDE HTI WITH REAL-TIME BALANCING, BASED 'ON THE FOLLOWING: BEST EFFORTS REAL-TIME SWING NOMINATED LESS THAN 24 HOURS PRIOR TO THE END OF THE GAS DAY ON A BEST EFFORTS BASIS, PRICED AT THE APPLICABLE PRICE. AS PUBLISHED FOR THE DAY, BY PLATT'S "GAS DAILY" IN ITS "DAILY PRICE SURVEY ($/DTH)" FOR "NORTHERN, VENTURA" "MIDPOINT" ("DAILY INDEX"), PLUS/MINUS $0.15. R 10. AGENTS A. DESIGNATION OF AGENTS HTI MAY DESIGNATE AN AGENT FOR NOMINATING VOLUMES FOR TRANSPORTATION ON H:IC'S SYSTEM. HTI SHALL NOTIFY HUC IN WRITING AT LEAST FIFTEEN ( 1 5) BUSINESS DAYS PRIOR TO THE FIRST DAY OF THE MONTH IN WHICH SUCH SERVICES WILL BE UTILIZED THAT A THIRD PARTY HAS BEEN DESIGNATED AS HTI'S AGENT AND SHALL ACT AS AGENT FOR HTI FOR PURPOSES OF NOMINATIONS, BILLING. AND/OR OTHER FUNCTIONS AS SPECIFIED BY HT1. IF HTI UTILIZES AN AGENT FOR ANY OR ALL OF THESE PURPOSES, HTI AGREES THAT INFORMATION TO BE SUPPLIED BY HUC TO HTI MAY BE SUPPLIED ONLY TO THE AGENT AND THAT INFORMATION SUPPLIED BY THE AGENT TO HUC SHALL BE RELIED UPON BY HUC AS IF PROVIDED BY HTI. HUC SHALL BE HELD HARMLESS FOR ANY ERRORS BETWEEN HTI AND SAID AGENT. SUCH DESIGNATION SHALL REMAIN IN EFFECT UNTIL HTI NOTIFIES HUC IN WRITING THAT THE PREVIOUSLY DESIGNATED AGENT IS NO LONGER ITS AGENT. B. INFORMATION REQUIRED HTI SHALL PROVIDE THE FOLLOWING INFORMATION TO HUC CONCERNING EACH AGENT USED BY HTI FOR ANY PURPOSE: 1. NAME AND ADDRESS OF THE AGENT OR AGENTS: 2. PRIMARY AND SECONDARY CONTACT PERSONS FOR THE AGENT OR AGENTS: 3. TELEPHONE AND FACSIMILE NUMBER FOR PRIMARY AND SECONDARY CONTACT PERSONS FOR THE AGENT OR AGENTS: AND 4. TWENTY-FOUR HOUR TELEPHONE NUMBER FOR WEEKENDS AND HOLIDAYS FOR THE AGENT OR AGENTS. C. H:[I TO REMAIN LIAe HTI MAY ELECT TO HAVE ITS BILL FOR SERVICES UNDER THIS AGREEMENT SENT DIRECTLY TO ITS AGENT. HOWEVER, IF HTI SELECTS THIS OPTION, HTI REMAINS FULLY LIABLE FOR ANY BILL RENDERED BY HUC. ALL DEADLINES SET FORTH IN THIS AGREEMENT SHALL CONTINUE TO APPLY, REGARDLESS OF WHETHER HUC'S BILL IS SENT DIRECTLY TO HTI OR TO HTI'S DESIGNATED AGENT. 1 1. 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, 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 1. IF HUC IS UNABLE TO PROVIDE SERVICE UNDER THIS AGREEMENT DUE TO A FORCE MAJEURE ACT OR EVENT. HUC'S OBLIGATION TO PROVIDE SERVICE UNDER THIS AGREEMENT SHALL BE SUSPENDED FOR THE DURATION OF THE ACT OR EVENT. HUC SHALL NOTIFY HTI 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. HUG SHALL WORK TO (81 REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY POSSIBLE AND SHALL KEEP HTI APPRISED OF THE TIME, DATE. AND CIRCUMSTANCES WHEN SERVICE UNDER THIS AGREEMENT SHALL BE RESTORED. HTI IS NOT REQUIRED TO PAY ANY CHARGES UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. 2. IF HTI 1S UNABLE TO TAKE SERVICE UNDER THIS AGREEMENT DUE TO A FORCE MAJEURE ACT OR EVENT, HUC'S OBLIGATION TO PROVIDE SERVICE UNDER THIS AGREEMENT SHALL BE SUSPENDED FOR THE DURATION OF THE ACT OR EVENT. MTI SHALL NOTIFY HUC 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. HTI SHALL WORK TO REMEDY THE FORCE MAJEURE ACT OR EVENT AS SOON AS REASONABLY POSSIBLE AND SHALL KEEP HUC APPRISED OF THE TIME, DATE, AND CIRCUMSTANCES WHEN HTI WILL RESUME SERVICE UNDER THIS AGREEMENT. HUC IS NOT REQUIRED TO PROVIDE SERVICE UNDER THIS AGREEMENT DURING THE TERM OF THE FORCE MAJEURE ACT OR EVENT. 12. LAWS. i?EGULATIONS, AND ORDERS. 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. •IN17,01,177101M A. DECLARATION OF INVALIDITY IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED TO BE INVALID, VOID, OR UNENFORCEABLE BY ANY COURT OR OTHER ENTITY HAVING JURISDICTION. SUCH 191 DETERMINATION SHALL NOT INVALIDATE, VOID. OR MAKE UNENFORCEABLE ANY OTHER PROVISION. AGREEMENT OR COVENANT OF THIS AGREEMENT; AND THE PARTIES AGREE TO NEGOTIATE IN GOOD FAITH A REPLACEMENT TO SUCH INVALID, VOID OR UNENFORCEABLE PROVISION AND/OR ANY OTHER AMENDMENTS AS MAY BE NECESSARY TO ENSURE THAT THE AGREEMENT AS A WHOLE REFLECTS THE ORIGINAL INTENTIONS OF THE PARTIES. B. NO CONTINUING WAIVER NO WAIVER OF ANY BREACH OF THIS AGREEMENT SHALL BE HELD TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH. C. LIMITATION ON AGREEMENT THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT IT IS 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. D. COMPLETE AGREEMENT THIS AGREEMENT SETS FORTH ALL UNDERSTANDINGS BETWEEN THE PARTIES AS OF THE EFFECTIVE DATE HEREIN. ANY PRIOR CONTRACTS. UNDERSTANDINGS AND REPRESENTATIONS. 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 130TH PARTIES. E. GOVERNING LAW THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF MINNESOTA, EXCLUDING. HOWEVER, ANY CONFLICT OF LAW THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION. F. CONFIDENTIALITY REQUIRED 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. EXCLUDING HTI'S AGENT, EXCEPT (1) IN ORDER TO COMPLY WITH ANY APPLICABLE LAW. LEGAL PROCESS. ORDER, REGULATION, OR EXCHANGE RULE; (Il) TO THE EXTENT NECESSARY FOR THE ENFORCEMENT OF THIS AGREEMENT; AND (111) 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 50 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 OFTHE'OTHER PARTY. G. AUTHORITY TO ENTER AQREEMENT 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. THIRD•PARTY BENEFICIARIES THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. 1121 THIS AGREEMENT SETS FORTH ALL TERMS AGREED UPON BETWEEN THE PARTIES, AND NO PRIOR ORAL OR WRITTEN AGREEMENTS SHALL BE BINDING. THIS AGREEMENT SHALL NOT BE ALTERED, AMENDED OR MODIFIED EXCEPT AS IN WRITING AND EXECUTED BY BOTH PARTIES. HUTCHINSON UTILITIES COMMISSION BY: NAME: TITLE: COMMISSION PRESIDENT DATE: _ 1.7-1-16 r WITNESS: DATE: 1131 ,,,. HUTCHINSON�v/ � TECHNOLOGIE , INC. BY: NAME: , 1) (,, IQ �•o rtc TITLE: PxvctistLy Sv v,�sdt DATE: 12 jZ1 L7 � S WITNESS: CC-Gmir� DATE: