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06-27-2018 HUCCPHUTCHINSON UTILITIES COMMISSION AGENDA REGULAR MEETING June 27, 2018 3:00 p.m. 1. CONFLICT OF INTEREST 2. APPROVE CONSENT AGENDA a. Approve Minutes b. Ratify Payment of Bills 3. APPROVE FINANCIAL STATEMENTS 4. OPEN FORUM 5. COMMUNICATION a. City Administrator b. Divisions C. Legal d. HR e. General Manager 6. POLICIES a. Review Policies i. Establishing a New Electric/Natural Gas Account ii. Complaint/Grievance Procedure iii. Employee Conduct iv. Discipline v. Conflict of Interest vi. Intellectual Property (Exempt only) vii. Other Employment b. Approve Changes i. Delegation of Authority Policy ii. Hutchinson Utilities Commission 7. UNFINISHED BUSINESS 8. NEW BUSINESS a. Declare Surplus Vehicles b. Approval of Buyers Authorizing Resolution for the Short -Term Natural Gas Prepay Deal C. Approval of Requisition #7618 to Provide for Purchase of Natural Gas Diaphragm Meters 9. ADJOURN MINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, May 30, 2018 Call to order — 3:00 p.m. President Monty Morrow called the meeting to order. Members present: President Monty Morrow; Vice President Anthony Hanson; Secretary Robert Wendorff; Commissioner Don Martinez; General Manager Jeremy Carter; Attorney Marc Sebora Absent: Commissioner Mark Girard Conflict of Interest 2. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills At this time, President Monty Morrow noted that the Board would be striking item 8e from the agenda. Motion by Commissioner Hanson, second by Commissioner Martinez to approve the Consent Agenda. Motion carried unanimously. 3. Approve Financial Statements Jared Martig presented the financial statements. Due to the BS&A software conversion last April, the monthly numbers are not very comparable within each division since a large journal entry was needed to split the electric and natural gas division numbers. However, the year to date numbers are accurate. GM Carter noted HUC is trending above through April. Motion by Commissioner Wendorff, second by Commissioner Martinez to approve the financial statements. Motion carried unanimously. 4. Open Forum 5. Communication a. City Administrator— Matthew Jaunich i. 2nd Ave Bridge scheduled to close Friday June 1st ii. Century Ave project is scheduled for middle of July iii. With the storms, the City has been picking up branches on the boulevard. Dan Lang, Engineering Services Manager — Nothing to report Dave Hunstad, Electric Transmission/Distribution Manager — 1. Working on projects 2. For the monthly outage report there was nothing to report for April. iii. Randy Blake, Production Manager - 1. Would like to thank the Commission for their thoughts during his father's passing. 2. Have a new Plant Operator starting Monday, June 18 3. Removal of Unit 2 is complete. In process of pouring foundations for Unit 6&7. 4.6 & 7 Generators are scheduled to be shipped and should be here beginning of July 5. Working with MPCA on adding air permit for units 6 & 7 iv. John Webster, Natural Gas Division Manager- Nothing to report v. Jared Martig, Financial Manager- 1. Looking to wrap up audit in next couple of weeks and have presentation ready for June Commission Meeting c. Human Resources - Brenda Ewing — Nothing to report d. Legal — Marc Sebora — Nothing to report e. General Manager — Jeremy Carter i. Expect project costs for Units 6 & 7 to ramp up in the next couple of weeks. 6. Policies a. Review Policies i. License requirements for utility operation ii. Alcohol or Drugs -Exempt iii. Natural Gas Service Work iv. Locating Customer's Underground Utilities -Gas No changes recommended at this time. b. Approve Changes i. Smoking — as noted, adding in Minnesota Clean Air Act and City ordinances. ii. Alcohol or Drugs- Non Exempt- as noted, grammatical changes iii. Natural Gas Meter Requirements and Placement — as noted, grammatical changes iv. Meter Testing — as noted, grammatical changes Motion by Commissioner Hanson, second by Commissioner Wendorff to approve the policy changes as recommended. Motion carried unanimously. 7. Unfinished Business 8. New Business a. Approve Charge Offs Jared Martig presented the Charge Offs in the amount of $5,852.23. HUC will be presenting Charge Offs every 6 months. The largest single amount this time is $700. 2 After discussion, a motion by Commissioner Martinez, second by Commissioner Hanson to approve Charge Offs. Motion carried unanimously. b. Approve HDR Unit 6 & 7 Change Request GM Carter presented the change request for HDR. HDR is requesting a change order request of an additional $263,500 to complete the project along with the final commissioning of the new units later this fall. The additional costs represent involvement from senior personnel that was needed at a greater level than what was anticipated. The two largest areas for involvement were the design complexity with HUC's facility along with HDR's additional time to review and complete the final contract agreement. HUC is asking the Commission to approve the change request to get through these last few RFP's. HUC/HDR anticipates this will cover the remainder of the project. Within the project there is a 5% contingency built in of $751,948 so this change request will be covered by contingency dollars and still keep the project well within budget. GM Carter added that Staff did do its due diligence to see if this is normal and recommends the best position is to stay with this engineering firm. Randy Blake noted that HDR struggled with getting information from CAT. Commissioner Hanson asked if Staff still has confidence with HDR. GM Carter and Randy Blake agreed from a technical standpoint, HDR staff is the best you can get. After discussion, a motion by Commissioner Hanson, second by Commissioner Martinez to approve HDR Unit 6 & 7 Change Request. Motion carried unanimously. c. Approve Advertisement of Bids for Units 6 & 7 Installation GM Carter presented the Approval of Advertisement of Bids for Units 6 & 7 Installation. This is the next step to keep the project moving. The contractor shall complete the necessary structural, civil and mechanical systems installation. The mandatory pre -bid meeting will be on June 20, 2018 at 10-00a.m. at Plant 1. Received bids will be accepted until 2-00p.m. on July 2, 2018. A motion by Commissioner Wendorff, second by Commissioner Hanson to approve Advertisement of Bids for Units 6 & 7 Installation. Motion carried unanimously. d. Approve COS 2 Year Rate Design GM Carter presented the Electric & Natural Gas Rate Structure change. A revised Rate Structure was handed out and will be attached. Commission inquired what the next steps would include. GM Carter stated that official notice would be given to City Administrator Jaunich, which would then be delivered to the Council. Depending on time 3 frame, the information would then be discussed at the June 12 Council meeting. It would then be decided if a workshop is needed to talk with Staff and the Commission. Council would have a 30-day timeframe to veto. After discussion, a motion by Commissioner Hanson, second by Commissioner Wendorff to approve COS 2 Year Rate Design Resolution 18-02. Motion carried unanimously. e. Approve BP Natural Gas Pre -paid Program This item is removed from the agenda. 9. Adjourn There being no Commissioner unanimously. ATTEST: further business, a motion by Commissioner Martinez, second by Wendorff to adjourn the meeting at 3:34p.m. Motion carried Monty Morrow, President 12 Robert Wendorff, Secretary 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Dept Pag 1/27 Amount Fund: 1 ELECTRIC 05/25/2018 GEN 191(E) BOND TRUST SERVICES CORPORATION Bond Service Fees 427-000- 08 450.00 05/25/2018 GEN 194(E) CATERPILLAR POWER GEN SYS, LLC Generators 107-344- 00 930,212.02 05/25/2018 GEN 195(E) BOND TRUST SERVICES CORPORATION 2017 BOND INTEREST 237-000- 00 327,434.64 05/25/2018 GEN 196(E) CATERPILLAR POWER GEN SYS, LLC Generators 107-344- 00 912,350.02 05/29/2018 GEN 182(E)'dk BP CANANDA ENERGY SOLUTIONS GENERATOR 41 NATURAL GAS 401-547- 01 65,753.61 GENERATOR 41 NATURAL GAS 401-547- 01 138.09 Generator 41 Aux Boiler 401-547- 01 1,504.13 Generator 43 Natural Gas 401-547- 01 1,042.29 GENERATOR 43 NATURAL GAS 401-547- 01 10. 62 GENERATOR 44 NATURAL GAS 401-547- 01 98.01 GENERATOR 44 NATURAL GAS 401-547- 01 10. 62 GENERATOR 45 NATURAL GAS 401-547- 01 10,159.17 GENERATOR 45 NATURAL GAS 401-547- 01 21.24 GENERATOR 48 NATURAL GAS 401-547- 01 37.18 Generator 49 Natural Gas 401-547- 01 66.40 Utility Expenses - Water/Waste 401-930- 08 4,721.28 HECK GEN 182(E) TOTAL 83,562.64 05/29/2018 GEN 197(E) MISO Deferred Energy Cost - Miso 174-000- 00 29,365.27 05/29/2018 GEN 198(E) MISO Deferred Energy Cost - Miso 174-000- 00 717.99 05/29/2018 GEN 66695*#k ACE HARDWARE Generators 107-344- 00 11.18 Sales Tax Receivable - Replace 186-000- 00 1.23 Sales Tax Receivable - Replace 186-000- 00 0.77 Supplies 401-550- 01 80.34 Accessory Plant - Materials 402-554- 01 17.97 Line - Materials 401-581- 02 26.43 Materials 401-588- 02 20.27 Misc Other - Materials 401-935- 08 65.77 HECK GEN 66695 TOTAL 223.96 05/29/2018 GEN 66696* ALICIA SORENSON DEP REFUND/APPLIED 235-000- 00 45.50 05/29/2018 GEN 66697* ASHLEY VANCE OR ERIC MCMAHON DEP REFUND/APPLIED 235-000- 00 58.50 05/29/2018 GEN 66698* AUBREY OR JENNIFER DUNN DEP REFUND/APPLIED 235-000- 00 84.50 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Pag Dept 2/27 Amount Fund: 1 ELECTRIC 05/29/2018 GEN 66699* BOB MALONE DEP REFUND/APPLIED 235-000- 00 26.00 05/29/2018 GEN 66700* BORDER STATES ELECTRIC SUPPLY CEMENT/SOLVENT, PVC 154-000- 00 5.91 CONDUIT, SWEEP, 90 DEG, 4", PVC 154-000- 00 40.39 CONDUIT, SCH 40, 4" X 10, PVC 154-000- 00 103.70 COUPLING, 4", PVC, CARLON E940N 154-000- 00 14.99 PHOTO EYE, TWIST LOCK,(FOR LED) 154-000- 00 63.36 U-GUARD, PLASTIC, 2" X 10" 154-000- 00 110.40 U-GUARD, PLASTIC, 2" X 10" 154-000- 00 0.06 ELL, 1/0, 15KV 1STR-1/OSOL, .70-.91, 154-000- 00 511.20 CONDUCTOR, 41/0 BARE CU STRANDED 154-000- 00 307.40 RAKE, BOW RAZORBACK 463141 154-000- 00 110.85 Sales Tax Receivable - New 186-000- 00 11.35 Sales Tax Receivable - New 186-000- 00 7.59 Sales Tax Receivable - New 186-000- 00 56.35 HECK GEN 66700 TOTAL 1,343.55 05/29/2018 GEN 66701 BRANDON MCALLISTER OVERPAYMENTS 142-000- 00 276. 42 05/29/2018 GEN 66702* BRIANNA BREITKREUTZ OR JEFF BURICH DEP REFUND/APPLIED 235-000- 00 149.50 05/29/2018 GEN 66703* BROTHERS FIRE PROTECTION GROUNDS - OUTSIDE SERVICES 401-935- 08 96.25 GROUNDS - OUTSIDE SERVICES 401-935- 08 137.50 GROUNDS - OUTSIDE SERVICES 401-935- 08 117.56 HECK GEN 66703 TOTAL 351.31 05/29/2018 GEN 66704* CASEY ROTZIEN DEP REFUND/APPLIED 235-000- 00 81.25 05/29/2018 GEN 66705* CECELIA MILLERBERND DEP REFUND/APPLIED 235-000- 00 26.00 05/29/2018 GEN 66706*#k CINTAS CORPORATION 4470 Uniforms & Laundry 401-550- 01 262.07 Uniforms & Laundry 401-550- 01 253.50 UNIFORMS & LAUNDRY 401-588- 02 213. 02 UNIFORMS & LAUNDRY 401-588- 02 213. 02 HECK GEN 66706 TOTAL 941.61 05/29/2018 GEN 66707*#k CITY OF HUTCHINSON Generator 41 Water & Sewer 401-547- 01 268.23 Generator 41 Water & Sewer 401-547- 01 664.89 Waste Disposal 401-550- 01 158.79 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 1 ELECTRIC CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description 05/29/2018 GEN 66708* CLASSIC ARROW INC 05/29/2018 GEN 66709* CODY ANDERSON 05/29/2018 GEN 66710 CREEKSIDE SOILS 05/29/2018 GEN 66711 DAVID EICH 05/29/2018 GEN 66712* DAVID SCHNEIDER 05/29/2018 GEN 66713 DELMAR COMPANY 05/29/2018 GEN 66715 DERAK HAWES 05/29/2018 GEN 66717 EUGENE HAVELKA 05/29/2018 GEN 66718#k FASTENAL COMPANY Pag 3/27 Account Dept Amount Waste Disposal 401-550- 01 420.68 WASTE DISPOSAL -STORM DRAINAGE 401-550- 01 464.08 Vehicle/Equipment Fuel 401-550- 01 338.19 Vehicles/Equipment Fuel 401-588- 02 1,118.05 IT ADMIN AND SUPPORT 750 401-921- 08 2, 684.74 Utility Expenses - Water/Waste 401-930- 08 8.46 Utility Expenses - Water/Waste 401-930- 08 54.56 UTILITY EXP-STORM DRAINAGE 401-930- 08 382.87 Vehicles/Equipment Fuel 401-935- 08 96.39 CHECK GEN 66707 TOTAL 6,659.93 DEP REFUND/APPLIED 235-000- 00 162.50 DEP REFUND/APPLIED 235-000- 00 97.50 Line - Materials 402-594- 02 57.71 Line - Materials 402-594- 02 36.07 HECK GEN 66710 TOTAL 93.78 OVERPAYMENTS 142-000- 00 208.61 DEP REFUND/APPLIED 235-000- 00 65.00 3/8" - part # PM2-038-1LB 401-550- 01 65.35 OVERPAYMENTS 142-000- 00 167.72 Cip - Residential 401-916- 07 25.00 Generators 107-344- 00 13.22 Sales Tax Receivable - Replace 186-000- 00 0.91 Sales Tax Receivable - Replace 186-000- 00 5.49 Generator 41 Material 402-554- 01 79.97 Maintenance Other - Materials 402-554- 01 10.50 Materials 401-588- 02 10.12 Building & Grounds - Materials 402-592- 02 7.99 Building & Grounds - Materials 402-592- 02 2.27 Structures & Equipment - Mater 402-592- 02 4.50 Structures & Equipment - Mater 402-592- 02 16.48 HECK GEN 66718 TOTAL 151.45 06/20/2018 03:54 PM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES User: JMartig CHECK DATE FROM 05/23/2018 - 06/20/2018 DE: Hutchinson Utili Check Date Bank Check # Payee Description Fund: 1 ELECTRIC 05/29/2018 GEN 66719* FIRST CHOICE FOOD & BEVERAGE BREAKROOM/RECOGNITION BANQUET 05/29/2018 GEN 66720 FORBES AUTO STORE Cip- Commercial 05/29/2018 GEN 66721*#k HANSEN GRAVEL INC Maint Power Prod Plant - Build 05/29/2018 GEN 66722 HANSON & EASED CONSTRUCTION, INC STATION EQUIPMENT (SWITCHGEAR, 05/29/2018 GEN 66723 HEARING HELP AUDIOLOGY CLINIC Training - Expense Training - Expense Training - Expense HECK GEN 66723 TOTAL 05/29/2018 GEN 66724*dk HILLYARD/HUTCHINSON 05/29/2018 GEN 66725 HOFFMAN FILTER SERVICE 05/29/2018 GEN 66726* HOFFMAN, JENNIFER 05/29/2018 GEN 66727 HUTCHINSON CO-OP 05/29/2018 GEN 66728*#k HUTCHINSON WHOLESALE SUPPLY CO 05/29/2018 GEN 66729 05/29/2018 GEN 66730 05/29/2018 GEN 66731* 05/29/2018 GEN 66732* 05/29/2018 GEN 66733* 05/29/2018 GEN 66734* 05/29/2018 GEN 66735 IRBY TOOL & SAFETY JENNIFER JINDRA JOHN R SCHMITZ JON BETKER JORDAN RUSSELL JOSH OR KELLI PEARCE JOSHUA MORGAN Supplies Misc Other - Materials Misc Other - Materials HECK GEN 66724 TOTAL Waste Disposal Training - Expense Supplies Sales Tax Receivable - Replace Accessory Plant - Materials Vehicles - Material HECK GEN 66728 TOTAL Uniforms & Laundry OVERPAYMENTS DEP REFUND/APPLIED CIP - RESIDENTIAL-400 TORONTO AVE DEP REFUND/APPLIED DEP REFUND/APPLIED Cip - Residential Account Dept 401-926- 08 401-916- 07 402-554- 01 107-362- 00 401-546- 01 401-546- 01 401-546- 01 401-550- 01 401-935- 08 401-935- 08 401-550- 01 401-930- 08 401-550- 01 186-000- 00 402-554- 01 402-598- 02 401-588- 02 142-000- 00 235-000- 00 401-916- 07 235-000- 00 235-000- 00 401-916- 07 Pag 4/27 Amount 97.50 120.00 49.16 1,300.00 245.00 70.00 420.00 36.85 167.02 620.00 51.05 14.20 0.21 3.02 285.88 166.39 39.00 150.00 39.00 260.00 30.00 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 1 ELECTRIC 05/29/2018 GEN 66736* KYLE HOFFMAN 05/29/2018 GEN 66737 LAURA OLSON 05/29/2018 GEN 66738* LORI OR BRIAN RAPING 05/29/2018 GEN 66739dk MATHESON TRI-GAS INC 05/29/2018 GEN 66740* MELANIE WALLACE 05/29/2018 GEN 66741* MIKE CHRISTENSEN 05/29/2018 GEN 66743 NERC 05/29/2018 GEN 66744 O'REILLY AUTOMOTIVE INC 05/29/2018 GEN 66745*dk OXYGEN SERVICE COMPANY INC 05/29/2018 GEN 66746* PAULA POPE 05/29/2018 GEN 66747 PETERSON SOLID WASTE LLC 05/29/2018 GEN 66748 PHYLLIS MACKINNON 05/29/2018 GEN 66749*dk PRO AUTO & TRANSMISSION REPAIR 05/29/2018 GEN 66750*#k PROCHASKA LLC 05/29/2018 GEN 66751dk QUADE ELECTRIC Account Dept DEP REFUND/APPLIED 235-000- 00 OVERPAYMENTS 142-000- 00 DEP REFUND/APPLIED 235-000- 00 Sales Tax Receivable - Replace 186-000- 00 Generator 41 Material 402-554- 01 HECK GEN 66739 TOTAL DEP REFUND/APPLIED 235-000- 00 DEP REFUND/APPLIED 235-000- 00 Purchased Power 401-555- 02 Vehicles - Material 402-598- 02 Supplies 401-550- 01 Supplies 401-550- 01 Materials 402-574- 03 HECK GEN 66745 TOTAL DEP REFUND/APPLIED 235-000- 00 Generator 41 Material 402-554- 01 Cip - Residential 401-916- 07 VEHICLES - MATERIAL-ELEC 402-598- 02 HYDROCHLORIC ACID - MURIATIC ACID, 20 154-000- 00 HYDROCHLORIC ACID - MURIATIC ACID, 20 154-000- 00 MEMBRANE CELL, 50o CAUSTIC SODA 154-000- 00 MEMBRANE CELL, 50o CAUSTIC SODA 154-000- 00 OIL, AIR COMPRESSOR, CHEVRON REGAL R & 154-000- 00 HECK GEN 66750 TOTAL Generators 107-344- 00 Pag 5/27 Amount 276.25 315.41 130.00 2.43 35.28 37.71 292.50 110.50 3,796.24 39.73 15.95 293.56 123.38 432.89 39.00 479.70 250.00 253.75 367.40 9.84 443.85 16.76 1,963.15 677.03 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Pag Dept 6/27 Amount Fund: 1 ELECTRIC Generators 107-344- 00 293.60 Sales Tax Receivable - Replace 186-000- 00 20.17 Sales Tax Receivable - Replace 186-000- 00 46.53 Structures & Equipment - Mater 402-592- 02 59.04 HECK GEN 66751 TOTAL 1,096.37 05/29/2018 GEN 66752 KID EQUIPMENT PRODRILL 1/2 GAL BAGS 401-581- 02 331.80 BORESHIELD 1/2 GAL BAGS 401-581- 02 422.58 BORESHIELD 1/2 GAL BAGS 401-581- 02 0.01 HECK GEN 66752 TOTAL 754.39 05/29/2018 GEN 66753 REINER CONTRACTING, INC Generators 107-344- 00 46,982.82 05/29/2018 GEN 66754* SHANA PRAFKE DEP REFUND/APPLIED 235-000- 00 260.00 05/29/2018 GEN 66756 T & R ELECTRIC SUPPLY CO INC Transformer Oil Testing Labor 401-588- 02 112.22 05/29/2018 GEN 66757* TARA SHONERD DEP REFUND/APPLIED 235-000- 00 65.00 05/29/2018 GEN 66758* TASC HEALTH INSURANCE-HRA FEES 401-926- 08 519.75 05/29/2018 GEN 66759 TESCO METER - MATERIALS -USE TX 29.24 401-586- 02 425.27 05/29/2018 GEN 66760* TODD ILLIES DEP REFUND/APPLIED 235-000- 00 22.75 05/29/2018 GEN 66761*#k TWO-WAY COMMUNICATIONS INC Telephone 401-921- 08 250.23 05/29/2018 GEN 66762* UIS/SOURCECORP COLLECTION - MATERIALS 401-903- 06 352.69 COLLECTION - MATERIALS 401-903- 06 268.65 COLLECTION - MATERIALS 401-903- 06 1,512.50 HECK GEN 66762 TOTAL 2,133.84 05/29/2018 GEN 66763 UTILITIES PLUS ENERGY SERVICES Outside Services 401-567- 03 5,000.00 05/29/2018 GEN 66765* WONDWOSEN HIRPO DEP REFUND/APPLIED 235-000- 00 39.00 05/29/2018 GEN 66766 WOODSTONE SENIOR LIVING Cip- Commercial 401-916- 07 96.00 05/29/2018 GEN 66767* ZACHARY INSELMANN DEP REFUND/APPLIED 235-000- 00 65.00 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 1 ELECTRIC 06/01/2018 GEN 201(E)'dk BP CANANDA ENERGY SOLUTIONS 06/01/2018 GEN 202(E)* POINT & PAY 06/05/2018 GEN 206(E)* CITIZENS BANK 06/05/2018 GEN 207(E) MISO 06/05/2018 GEN 208(E)* TASC 06/05/2018 GEN 209(E) MISO 06/05/2018 GEN 66770dk AG SYSTEMS INC 06/05/2018 GEN 66771 ALLIED ELECTRONICS INC 06/05/2018 GEN 66772 BLACKS' LINEMAN SUPPLY 06/05/2018 GEN 66773* BORDER STATES ELECTRIC SUPPLY Pag 7/27 Account Dept Amount Generator 41 Natural Gas 401-547- 01 125,621.38 Generator 41 Natural Gas 401-547- 01 11,468.38 GENERATOR 41 NATURAL GAS 401-547- 01 138.09 GENERATOR 43 NATURAL GAS 401-547- 01 10. 62 GENERATOR 44 NATURAL GAS 401-547- 01 10. 62 GENERATOR 45 NATURAL GAS 401-547- 01 21.24 GENERATOR 48 NATURAL GAS 401-547- 01 37.18 Generator 49 Natural Gas 401-547- 01 66.40 Utility Expenses - Water/Waste 401-930- 08 136.96 HECK GEN 201(E) TOTAL 137,510.87 Collection - Materials 401-903- 06 2,263.86 Office Supplies 401-921- 08 147.19 Deferred Energy Cost - Miso 174-000- 00 36,482.36 Prepaid HRA 174-000- 00 1,706.25 Deferred Energy Cost - Miso 174-000- 00 777.82 Sales Tax Receivable - Replace 186-000- 00 2.41 Generator 48 Material 402-554- 01 35.00 HECK GEN 66770 TOTAL 37.41 CONNECTOR, TERMINAL BLOCK, ALTECH CORP. 154-000- 00 74.00 CONNECTOR, TERMINAL BLOCK, ALTECH CORP. 154-000- 00 0.02 END PLATE, ALTECH CORP. 470078136 154-000- 00 8.94 HECK GEN 66771 TOTAL 82.96 Other Equipment - Materials 402-598- 02 85.00 ME311166AMFXGM PRI METR 3PH 15KV RF 107-367- 00 17,347.13 BULB, 150W, HIS LU150/55 HIS LAMP 44043 154-000- 00 444.00 PHOTO EYE, TWIST LOK, 105-305 VOLT, 154-000- 00 259.68 TAPE, SUPER 33+ PROFESSIONAL GRADE 154-000- 00 180.40 TAPE, BLUE, 3/4" x 66, 3M SCOTCH 154-000- 00 42.80 SUNSCREEN, TOWELETTE, SIT 30,SWIF 154-000- 00 33.70 H-TAP, 2/0-41, BURNDY (WR-189) 154-000- 00 4.60 Sales Tax Receivable - New 186-000- 00 1,192.62 Sales Tax Receivable - New 186-000- 00 0.32 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 1 ELECTRIC CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description 06/05/2018 GEN 66774 CARLY'S SHOE STORE 06/05/2018 GEN 667751dk CINTAS CORPORATION 4470 06/05/2018 GEN 66776*dk CITY OF HUTCHINSON 06/05/2018 GEN 66777 06/05/2018 GEN 66779 06/05/2018 GEN 66780 06/05/2018 GEN 66781 06/05/2018 GEN 66782 06/05/2018 GEN 66783* 06/05/2018 GEN 66784#k COLONIAL SUPPLEMENTAL INS CO CREEKSIDE SOILS CRYSTAL ROUNSVILLE DENISE SEIBERLICH DEPARTMENT OF NATURAL RESOURCE FIRST CHOICE FOOD & BEVERAGE FREMONT INDUSTRIES INC 06/05/2018 GEN 66785*dk GOPHER STATE ONE -CALL INC 06/05/2018 GEN 66786dk GREAT RIVER ENERGY Pag 8/27 Account Dept Amount HECK GEN 66773 TOTAL 19,505.25 Uniforms & Laundry 401-588- 02 212.45 Uniforms & Laundry 401-550- 01 253.50 UNIFORMS & LAUNDRY 401-588- 02 213. 02 HECK GEN 66775 TOTAL 466.52 Vehicle/Equipment Fuel 401-550- 01 154.66 Vehicles/Equipment Fuel 401-588- 02 1,780.52 IT ADMIN AND SUPPORT 750 401-921- 08 22, 902.48 Vehicles/Equipment Fuel 401-935- 08 117.99 HECK GEN 66776 TOTAL 24,955.65 COLONIAL INSURANCE 242-000- 00 170.64 Materials 401-588- 02 57.71 OVERPAYMENTS 142-000- 00 53.31 OVERPAYMENTS 142-000- 00 42.58 Lease/Service Agreements 401-921- 08 147.00 BREAKROOM/RECOGNITION BANQUET 401-926- 08 171.00 Sales Tax Receivable - Replace 186-000- 00 34.08 Sales Tax Receivable - Replace 186-000- 00 26.54 Fremont part # 150309, 402-554- 01 495.70 Accessory Plant - Materials 402-554- 01 386.00 HECK GEN 66784 TOTAL 942.32 LINE - MATERIALS 401-581- 02 173.03 PURCHASED POWER 401-555- 02 834.00 TRANSMISSION EXPENSE 401-565- 03 99,157.28 TRANSMISSION EXPENSE 401-565- 03 113,704.58 Outside Services 402-574- 03 1,716.00 Outside Services 402-574- 03 600.00 Outside Services 402-574- 03 600.00 HECK GEN 66786 TOTAL 216,611.86 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 1 ELECTRIC 06/05/2018 GEN 66787* GREEN EARTH LAWN CARE, INC 06/05/2018 GEN 66788* GUARDIAN 06/05/2018 GEN 66789*dk HANSEN GRAVEL INC 06/05/2018 GEN 66790 HILLYARD/HUTCHINSON 06/05/2018 GEN 66792* HUTCHFIELD SERVICES INC 06/05/2018 GEN 66793dk INTERSTATE POWER SYSTEMS INC 06/05/2018 GEN 66794* JOHN D GUSTAFSON 06/05/2018 GEN 66795 JONATHON MARKEY 06/05/2018 GEN 66796 JOSH KOEHNEN OR KRISTIN KOEHEN 06/05/2018 GEN 66798* LEAGUE OF MN CITIES INS TRUST 06/05/2018 GEN 66799 LILLIANA COLE 06/05/2018 GEN 66800 LOCATORS & SUPPLIES INC 06/05/2018 GEN 66801 MCLEOD COUNTY CHIROPRACTIC CTR 06/05/2018 GEN 66802 MCLEOD COUNTY TREASURER 06/05/2018 GEN 66803* MEDICA 06/05/2018 GEN 66806 NICHOLAS WALTER 06/05/2018 GEN 66808* NU TELECOM 06/05/2018 GEN 66809 OKAX RODRIGUEZ 06/05/2018 GEN 66810 OXYGEN SERVICE COMPANY INC 06/05/2018 GEN 66812 PSI ENGINEERING LLC Pag 9/27 Account Dept Amount Underground Conductor 107-367- 00 80.16 DENTAL INSURANCE-80o ELEC 242-000- 00 3,662.12 DENTAL INSURANCE -COBRA 242-000- 00 303.12 HECK GEN 66788 TOTAL 3,965.24 MATERIALS 401-588- 02 250.62 Supplies 401-550- 01 17.30 MISC OTHER - MATERIALS 401-935- 08 1,112.73 Sales Tax Receivable - Replace 186-000- 00 12.73 Generator 48 Material 402-554- 01 172.72 HECK GEN 66793 TOTAL 185.45 DEP REFUND/APPLIED 235-000- 00 39.00 OVERPAYMENTS 142-000- 00 40.54 OVERPAYMENTS 142-000- 00 263.84 PREPAID INSURANCE 174-000- 00 46, 089. 10 OVERPAYMENTS 142-000- 00 228.66 RAIN JACKET, 1503JFY, SIZE X-LARGE 401-588- 02 128.81 HEALTH INSURANCE 401-926- 08 56.00 Other Equipment - Materials 402-598- 02 12.00 HEALTH INSURANCE 85% ELEC 242-000- 00 50,391.46 OVERPAYMENTS 142-000- 00 107.88 TELEPHONE 401-921- 08 1,897.48 OVERPAYMENTS 142-000- 00 120.86 GLOVES, MID WELDING, REV-BM88-2XL 154-000- 00 23.51 FILTER BAG, 50 MICRO, TOWER BY-PASS, 6" 154-000- 00 136. 90 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Dept Pag 10/27 Amount Fund: 1 ELECTRIC Sales Tax Receivable - Replace 186-000- 00 9.39 HECK GEN 66812 TOTAL 146.29 06/05/2018 GEN 66813 ROD EQUIPMENT Materials ** VOIDED ** Materials ** VOIDED ** 06/05/2018 GEN 66814* RELIANCE STANDARD LIFE -LIFE LTD INSURANCE-80o ELEC 242-000- 00 1,224.70 LIFE INSURANCE-80o ELEC 242-000- 00 735.54 HECK GEN 66814 TOTAL 1,960.24 06/05/2018 GEN 66815 SCOTT FALKMAN OR ELAINE FALKMAN OVERPAYMENTS 142-000- 00 28.40 06/05/2018 GEN 66816 SCOTT PETERSON OVERPAYMENTS 142-000- 00 168.21 06/05/2018 GEN 66817* SHRED RIGHT OFFICE SUPPLIES -SHREDDING SERVICES 401-921- 08 12.48 06/05/2018 GEN 66818 TARA L PIERCE OVERPAYMENTS 142-000- 00 77.78 06/05/2018 GEN 66819 TAYLOR CHRISTENSEN OR C OVERPAYMENTS 142-000- 00 122.54 06/05/2018 GEN 66821 TIM HANSON OR RAMONA HANSON OVERPAYMENTS 142-000- 00 205.37 06/05/2018 GEN 66822* UNITED PARCEL SERVICE MAIL SERVICES - UPS, FEDEX 401-921- 08 157.57 06/05/2018 GEN 66823 VENIAMIN VERSTYAK OVERPAYMENTS 142-000- 00 15.05 06/05/2018 GEN 66824* VERIZON WIRELESS TELEPHONE 401-921- 08 1,293.04 06/05/2018 GEN 66825 PRO FREIGHT Generator 42 Material 402-554- 01 45.30 Generator 42 Material 402-554- 01 15.10 CHECK GEN 66825 TOTAL 60.40 06/12/2018 GEN 210(E) MISO Deferred Energy Cost - Miso 174-000- 00 51,828.86 06/12/2018 GEN 211(E) MISO Deferred Energy Cost - Miso 174-000- 00 753.23 06/14/2018 GEN 199(E) CATERPILLAR POWER GEN SYS, LLC Generators 107-344- 00 4,105,575.08 06/14/2018 GEN 212(E) MISO SCHEDULE 26 401-565- 03 18,641.99 SCHEDULE 26A 401-565- 03 26,491.31 HECK GEN 212(E) TOTAL 45,133.30 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 1 ELECTRIC 06/14/2018 GEN 213(E) MISO 06/14/2018 GEN 214(E) MISO 06/16/2018 GEN 200(E)'#k VISA CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description 06/19/2018 GEN 66828*dk ACE HARDWARE Account Dept Pag 11/27 Amount SCHEDULE 1 401-565- 03 5,335.43 SCHEDULE 2 401-565- 03 14,345.61 SCHEDULE 26A 401-565- 03 1,170.66 SCHEDULE 11 401-565- 03 452.25 HECK GEN 213(E) TOTAL 21,303.95 SCHEDULE 10 401-565- 03 5,996.15 GENERATORS-GERMANY TRIP TESTING 107-344- 00 10, 120.48 GENERATORS -REIMBURSE BY J CARTER GM 107-344- 00 35.21 GENERATORS-R BLAKE REIMBUSE INS CO 107-344- 00 3,475.81 GENERATORS-R BLAKE REIMBUSE INS CO 107-344- 00 24.30 GENERATORS-GERMANY TRIP TESTING 107-344- 00 10,477.11 Sales Tax Receivable - Replace 186-000- 00 7.61 MEETINGS & TRAVEL - EXP RTAC RTU 401-546- 01 300.00 SUPPLIES-PLT 1 401-550- 01 68.92 GENERATOR 41 MATERIAL 402-554- 01 103.24 GENERATOR 42 MATERIAL -FREIGHT 402-554- 01 121.33 MEETINGS & TRAVEL - EXPENSE APPA 401-580- 02 1,138.06 LINE - MATERIALS -NAILS 401-581- 02 17.14 UNIFORMS & LAUNDRY -SWEATSHIRT 401-588- 02 161.00 STRUCTURES & EQUIPMENT - SOLENOID USE 402-592- 02 343.00 OFFICE SUPPLIES-VERI DESK 401-921- 08 251.65 OFFICE SUPPLIES -PAPER SYS CONTROL 401-921- 08 50.46 OFFICE SUPPLIES -RETURN VERIDESK 401-921- 08 (209.39) OFFICE SUPPLIES-APPA SAFETY MANUAL 401-921- 08 143.10 RECOGNITION BANQUET -METER LAMP USE TX 401-926- 08 154.53 MISC OTHER - MATERIALS -GARAGE DOOR 401-935- 08 15.31 HECK GEN 200(E) TOTAL 26,798.87 Sales Tax Receivable - Replace 186-000- 00 0.96 Sales Tax Receivable - Replace 186-000- 00 1.60 Sales Tax Receivable - Replace 186-000- 00 0.73 Sales Tax Receivable - Replace 186-000- 00 0.14 Supplies 401-550- 01 13.88 Generator 43 Material 402-554- 01 13.95 Generator 48 Material 402-554- 01 23.28 Generator 48 Material 402-554- 01 10.62 Accessory Plant - Materials 402-554- 01 1.99 Materials 401-588- 02 14.94 Building & Grounds - Materials 402-592- 02 1.76 Line - Materials 402-594- 02 14.09 06/20/2018 03:54 PM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES User: JMartig CHECK DATE FROM 05/23/2018 - 06/20/2018 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Fund: 1 ELECTRIC Misc Other - Materials 401-935- 08 HECK GEN 66828 TOTAL 06/19/2018 GEN 66829 AIRGAS NORTH CENTRAL AQUA -AMMONIA, 19% NH3 154-000- 00 AQUA -AMMONIA, 19% NH3 154-000- 00 HECK GEN 66829 TOTAL 06/19/2018 GEN 66830 ALICIA JOHNSON OVERPAYMENTS 142-000- 00 06/19/2018 GEN 66831 AMANDA DENNY OR JERROD KALLBERG OVERPAYMENTS 142-000- 00 06/19/2018 GEN 66832* ASHLEY GABBERT Cip - Residential 401-916- 07 06/19/2018 GEN 66833*#k BORDER STATES ELECTRIC SUPPLY CRIMPIT, 1/0 TO 2/0 SIR CU, YC26C26 154-000- 00 Sales Tax Receivable - New 186-000- 00 HI-VIS SAFETY VEST, RVZ2410SEL, SIZE L 401-588- 02 Structures & Equipment - Mater 402-592- 02 HECK GEN 66833 TOTAL 06/19/2018 GEN 66834 BORDER STATES ELECTRIC SUPPLY SWITCHGEAR, 3PH PADMOUNT, 15KV, 600A, 154-000- 00 Sales Tax Receivable - New 186-000- 00 HECK GEN 66834 TOTAL 06/19/2018 GEN 66835 BRADLEY BAYSINGER Cip - Residential 401-916- 07 06/19/2018 GEN 66836 BRIEYANNA KRUG OVERPAYMENTS 142-000- 00 06/19/2018 GEN 66838* CARD SERVICES BREAKROOM/RECOGNITION BANQUET 401-926- 08 06/19/2018 GEN 66840 CHAD PAEHLKE Cip - Residential 401-916- 07 06/19/2018 GEN 66841* CHERI PONATH Cip - Residential 401-916- 07 06/19/2018 GEN 66842*#k CINTAS CORPORATION 4470 Uniforms & Laundry 401-550- 01 Uniforms & Laundry 401-550- 01 UNIFORMS & LAUNDRY 401-588- 02 UNIFORMS & LAUNDRY 401-588- 02 HECK GEN 66842 TOTAL 06/19/2018 GEN 66843* DAWN YIRA Cip - Residential 401-916- 07 Pag 12/27 Amount 20.68 8,307.47 3.46 8,310.93 80.74 228.53 425.00 53.74 3.70 21.38 13,470.53 25.00 33.82 209.85 25.00 425.00 285.99 280.73 234.45 425.00 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 1 ELECTRIC 06/19/2018 GEN 66844#k DELMAR COMPANY 06/19/2018 GEN 66845 DENNIS BURKSTRAND 06/19/2018 GEN 66846* EUGENE HAVELKA 06/19/2018 GEN 66847 EVERETT PETERSEN OR ALLEGRA 06/19/2018 GEN 66848 FASTENAL COMPANY 06/19/2018 GEN 66849#k FERGUSON ENTERPRISES 4525 06/19/2018 GEN 66850 FREMONT INDUSTRIES INC 06/19/2018 GEN 66851 GERALD MESSNER 06/19/2018 GEN 66853* HAGER JEWELRY INC 06/19/2018 GEN 66855 HEARING HELP AUDIOLOGY CLINIC 06/19/2018 GEN 66856 HELEN WOLDEMICHAEL Account Dept Pag 13/27 Amount Sales Tax Receivable - Replace 186-000- 00 6.93 Sales Tax Receivable - Replace 186-000- 00 30.98 1 LB BOX-1/8" PACKING -PART # GB1005 402-554- 01 27. 91 1 LB BOX-1/4" PACKING -PART # GB1015 402-554- 01 27.91 100' ROLL 1/8"X2"TAPE - FG-0012-2000- 402-554- 01 38.10 150' ROLL TEFLON SEALANT-PT4TJS050150 402-554- 01 420.12 HECK GEN 66844 TOTAL 551.95 Cip - Residential 401-916- 07 25.00 Cip - Residential 401-916- 07 400.00 OVERPAYMENTS 142-000- 00 37.58 Materials 401-588- 02 35.88 4" PVC SCH 80 S X S COUPLING-P80SCP 107-344- 00 85.80 Generators 107-344- 00 (93.60) Sales Tax Receivable - Replace 186-000- 00 14.34 Sales Tax Receivable - Replace 186-000- 00 1.13 Sales Tax Receivable - Replace 186-000- 00 6.32 2" PVC T/U BALL VALVE - PART # S1829020 402-554- 01 173.87 2" PVC SCH 80 SXSX S TEE PART # P80STK 402-554- 01 14.34 1 1/2" X 1" PVCSCH 80 BUSH PART 402-554- 01 6.19 2"X2"X1-1/2" SCH80 PVC TEE 402-554- 01 15.34 HECK GEN 66849 TOTAL 223.73 OXYGEN SCAVENGER, OXY4533 154-000- 00 1,174.25 OXYGEN SCAVENGER, OXY4533 154-000- 00 19.05 TOWER INHIBITOR, F-9173 154-000- 00 1,918.40 TOWER INHIBITOR, F-9173 154-000- 00 31.13 OXY4505 154-000- 00 990.00 OXY4505 154-000- 00 16.03 HECK GEN 66850 TOTAL 4,148.86 OVERPAYMENTS 142-000- 00 75.00 Office Supplies 401-921- 08 19.73 TRAINING - EXPENSE 401-546- 01 105.00 OVERPAYMENTS 142-000- 00 51.57 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Pag Dept 14/27 Amount Fund: 1 ELECTRIC 06/19/2018 GEN 66857 HILLYARD/HUTCHINSON Supplies 401-550- 01 91.12 06/19/2018 GEN 668581#k HUTCHINSON CO-OP Supplies 401-550- 01 6.56 06/19/2018 GEN 66859* HUTCHINSON DEVELOPMENT GROUP LLC DEP REFUND/APPLIED 235-000- 00 260.00 06/19/2018 GEN 66860*#k HUTCHINSON LEADER Advertising/Printing 401-921- 08 90.00 06/19/2018 GEN 66861 HUTCHINSON WHOLESALE SUPPLY CO Vehicles - Material 402-598- 02 35.67 06/19/2018 GEN 66862* INNOVATIVE OFFICE SOLUTIONS OFFICE SUPPLIES 401-921- 08 95.78 06/19/2018 GEN 66863#k INTERSTATE BEARING TECHNOLOGIES Sales Tax Receivable - Replace 186-000- 00 34.42 5VX1000 BROWNING COG BELT 402-554- 01 467.52 HECK GEN 66863 TOTAL 501.94 06/19/2018 GEN 66864 JASON SWIFT OVERPAYMENTS 142-000- 00 143.28 06/19/2018 GEN 66865 JAY ALRICK Cip - Residential 401-916- 07 25.00 06/19/2018 GEN 66866* JEREMY TREICHLER Cip - Residential 401-916- 07 425.00 06/19/2018 GEN 66867 JERRY SHARP Cip - Residential 401-916- 07 250.00 06/19/2018 GEN 66868* JORDAN DAHL Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66869* LAVONNE HANSEN Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66870 LUKE OLSON OVERPAYMENTS 142-000- 00 148. 98 06/19/2018 GEN 66871* LYNETTE JENSEN Cip - Residential 401-916- 07 425.00 06/19/2018 GEN 66872 LYNN REINKE Cip - Residential 401-916- 07 25.00 06/19/2018 GEN 66873* MARCO TECHNOLOGIES, LLC OFFICE SUPPLIES 401-921- 08 368.20 Misc Other - Materials 401-935- 08 66.84 HECK GEN 66873 TOTAL 435.04 06/19/2018 GEN 66874* MARK ERICKSON Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66875 MARK GIESEKE OVERPAYMENTS 142-000- 00 2.02 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 1 ELECTRIC 06/19/2018 GEN 66876 MARK GIESEKE 06/19/2018 GEN 66877#k MATHESON TRI-GAS INC 06/19/2018 GEN 66878dk MCC ENERGY SOLUTIONS, LLC 06/19/2018 GEN 66880 MEGAN BLAZINSKI 06/19/2018 GEN 66881* MELISSA KOHLS 06/19/2018 GEN 66882 MICHAEL KEELER OR LISA KEELER 06/19/2018 GEN 66883 MICHELLE SLETVOLD OR KURT CHOI 06/19/2018 GEN 66884 MIDWAY FORD COMMERCIAL 06/19/2018 GEN 66886* MINNESOTA COMMERCE DEPT 06/19/2018 GEN 66887* MN NCPERS 06/19/2018 GEN 66888 NEDERMAN MIRKROPUL LLC. 06/19/2018 GEN 66889 NEIL BRANSTAD 06/19/2018 GEN 66890 NICHOLAS BOMBECK 06/19/2018 GEN 66891* NORTHSTAR CHAPTER-APA 06/19/2018 GEN 66892*dk O'REILLY AUTOMOTIVE INC 06/19/2018 GEN 66893*dk OXYGEN SERVICE COMPANY INC Account Dept Pag 15/27 Amount OVERPAYMENTS 142-000- 00 280.93 Sales Tax Receivable - Replace 186-000- 00 2.51 Generator 41 Material 402-554- 01 36.46 HECK GEN 66877 TOTAL 38.97 I AM MANAGEMENT FEES 401-555- 02 3,900.00 IAM USAGE FEES 401-556- 03 3,050.00 CHECK GEN 66878 TOTAL 6,950.00 OVERPAYMENTS 142-000- 00 37.21 Cip - Residential 401-916- 07 425.00 OVERPAYMENTS 142-000- 00 85.76 OVERPAYMENTS 142-000- 00 36.93 2018 Ford Transit Cargo 107-392- 00 23,887.64 Doc - Cip Assessment 401-916- 07 5,253.62 LIFE INSURANCE-PERA LIFE 242-000- 00 16.00 FILTER, DONALDSON PREFILTER P19-1249 154-000- 00 1,901.34 Sales Tax Receivable - New 186-000- 00 140.13 HECK GEN 66888 TOTAL 2,041.47 Cip - Residential 401-916- 07 250.00 OVERPAYMENTS 142-000- 00 119.15 TRAINING - EXPENSE -MEETING 550 401-930- 08 165.00 Vehicles - Material 402-598- 02 39.73 Vehicles - Material 402-598- 02 7.38 HECK GEN 66892 TOTAL 47.11 WIRE BUFFING WHEEL. 413106 154-000- 00 449.20 WIRE BUFFING WHEEL. 413106 154-000- 00 16.95 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Pag Dept 16/27 Amount Fund: 1 ELECTRIC DISC, FLAP, 4 1/2" X 7/8", 60 GRIT, 154-000- 00 99.50 Supplies 401-550- 01 95.14 Materials 402-574- 03 127.48 HECK GEN 66893 TOTAL 788.27 06/19/2018 GEN 66894 PAIL HOLCOMB OR JESSE HOLCOMB OVERPAYMENTS 142-000- 00 116. 92 06/19/2018 GEN 66895* PREMIUM WATERS INC OFFICE SUPPLIES -BOTTLED WATER 401-921- 08 17.75 06/19/2018 GEN 66896 PRO AUTO & TRANSMISSION REPAIR VEHICLES - MATERIAL-ELEC 402-598- 02 27.03 06/19/2018 GEN 66897 PSI ENGINEERING LLC FILTER BAG, 50 MICRO, TOWER BY-PASS, 6" 154-000- 00 406.65 Sales Tax Receivable - Replace 186-000- 00 29.98 HECK GEN 66897 TOTAL 436.63 06/19/2018 GEN 66898#k QUADE ELECTRIC Sales Tax Receivable - Replace 186-000- 00 3.79 Sales Tax Receivable - Replace 186-000- 00 1.15 Sales Tax Receivable - Replace 186-000- 00 6.29 Generator 41 Material 402-554- 01 16.80 Generator 48 Material 402-554- 01 55.02 Accessory Plant - Materials 402-554- 01 91.50 Maintenance Other - Materials 402-554- 01 50.76 Line - Materials 402-594- 02 267.76 HECK GEN 66898 TOTAL 493.07 06/19/2018 GEN 66899 KID EQUIPMENT Materials 401-588- 02 275.59 06/19/2018 GEN 66900* ROB HAUSER Cip - Residential 401-916- 07 425.00 06/19/2018 GEN 66901 ROBERT DIETZ OR SANDRA DIETZ OVERPAYMENTS 142-000- 00 69. 40 06/19/2018 GEN 66902* ROLLIN KUBASCH Cip - Residential 401-916- 07 25.00 06/19/2018 GEN 66903*#k RUNNING'S SUPPLY INC Sales Tax Receivable - Replace 186-000- 00 0.77 Sales Tax Receivable - Replace 186-000- 00 0.59 Sales Tax Receivable - Replace 186-000- 00 1.18 Sales Tax Receivable - Replace 186-000- 00 2.86 Generator 41 Material 402-554- 01 10.49 Generator 45 Material 402-554- 01 7.99 Generator 48 Material 402-554- 01 15.96 Accessory Plant - Materials 402-554- 01 38.78 06/20/2018 03:54 PM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES Pag 17/27 User: JMartig CHECK DATE FROM 05/23/2018 - 06/20/2018 DE: Hutchinson Utili Check Date Bank Check # Payee Description Account Dept Amount Fund: 1 ELECTRIC Power Equipment - Materials 402-598- 02 77.23 HECK GEN 66903 TOTAL 155.85 06/19/2018 GEN 66904 SHANE KARTALA OVERPAYMENTS 142-000- 00 56.25 06/19/2018 GEN 66905 SPENCER BEYTIEN Cip - Residential 401-916- 07 250.00 06/19/2018 GEN 66907* STANDARD PRINTING & MAILING OFFICE SUPPLIES 401-921- 08 32.22 06/19/2018 GEN 66908 STEVEN LAROSE OR MARY LAROSE OVERPAYMENTS 142-000- 00 228.26 06/19/2018 GEN 66909 STORAGE BATTERY STYSTEMS INC BATTERY CHARGER 402-574- 03 4,228.94 06/19/2018 GEN 66910 TAYLOR INGLOI OR MADALYN INGLOI OVERPAYMENTS 142-000- 00 37.41 06/19/2018 GEN 66911 TOM KLOSS Cip - Residential 401-916- 07 40.00 06/19/2018 GEN 66912* TRANS LEASE/SERVICE AGREEMENTS 401-921- 08 875.25 06/19/2018 GEN 66914 VINCENT RALPH OR HALEY DANSBY OVERPAYMENTS 142-000- 00 61.19 06/19/2018 GEN 66915*dk WEST CENTRAL SANITATION INC GENERATOR 41 WATER & SEWER 401-547- 01 86.70 Waste Disposal 401-550- 01 139.72 UTILITY EXPENSES - WATER/WASTE 55/45 401-930- 08 210.96 HECK GEN 66915 TOTAL 437.38 06/20/2018 GEN 203(E)* MINNESOTA REVENUE State Sales Tax 242-000- 00 61,736.00 City Sales Tax 242-000- 00 4,446.00 HECK GEN 203(E) TOTAL 66,182.00 06/20/2018 GEN 204(E) MRES Purchased Power 401-555- 02 932,481.98 06/20/2018 GEN 205(E)* POINT & PAY collection - Materials 401-903- 06 1,919.65 Total for fund 1 ELECTRIC 8,261,991.67 06/20/2018 03:54 PM CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES User: JMartig CHECK DATE FROM 05/23/2018 - 06/20/2018 DE: Hutchinson Utili Check Date Bank Check # Payee Description Fund: 2 GAS 05/25/2018 GEN 193(E) BOND TRUST SERVICES CORPORATION 2012 BOND INTEREST 05/29/2018 GEN 182(E)'#k BP CANANDA ENERGY SOLUTIONS Gas For Retail Gas For Retail Contract Gas For Retail Contract Gas For Retail Contract Gas For Retail Contract Gas For Retail Utility Expenses - Water/Waste HECK GEN 182(E) TOTAL 05/29/2018 GEN 66695*#k ACE HARDWARE Industrial M & R Station Equip Materials Misc Other - Materials HECK GEN 66695 TOTAL 05/29/2018 GEN 66696* ALICIA SORENSON 05/29/2018 GEN 66697* ASHLEY VANCE OR ERIC MCMAHON 05/29/2018 GEN 66698* AUBREY OR JENNIFER DUNN 05/29/2018 GEN 66699* BOB MALONE 05/29/2018 GEN 66700* BORDER STATES ELECTRIC SUPPLY Account Dept 237-000- 00 401-807- 04 401-807- 04 401-807- 04 401-807- 04 401-807- 04 401-807- 04 401-930- 08 107-385- 00 401-874- 04 401-935- 08 DEP REFUND/APPLIED 235-000- 00 DEP REFUND/APPLIED 235-000- 00 DEP REFUND/APPLIED 235-000- 00 DEP REFUND/APPLIED 235-000- 00 Elbow, 90 Degree, 6", High Density 107-385- 00 Baton Ball Valve, 6F-F13-RF, 107-385- 00 FLANGE, WELD NECK, RAISED FACE, 150 154-000- 00 WIRE, 410 SOLID BARE CU, WITH 45 MILS 154-000- 00 WIRE, 410 SOLID BARE CU, WITH 45 MILS 154-000- 00 HECK GEN 66700 TOTAL 05/29/2018 GEN 66702* BRIANNA BREITKREUTZ OR JEFF BURICH DEP REFUND/APPLIED 05/29/2018 GEN 66703* BROTHERS FIRE PROTECTION GROUNDS - OUTSIDE SERVICES GROUNDS - OUTSIDE SERVICES GROUNDS - OUTSIDE SERVICES HECK GEN 66703 TOTAL 235-000- 00 401-935- 08 401-935- 08 401-935- 08 Pag 18/27 Amount 337,050.00 304,658.26 568.30 204,577.76 11,570.09 6,858.28 8,667.55 539,389.99 85.77 21.33 160.91 24.50 31.50 45.50 14.00 124.88 2,238.28 84.68 610.00 3,058.12 80.50 78.75 112.50 96.19 287.44 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Pag Dept 19/27 Amount Fund: 2 GAS 05/29/2018 GEN 66704* CASEY ROTZIEN DEP REFUND/APPLIED 235-000- 00 43.75 05/29/2018 GEN 66705* CECELIA MILLERBERND DEP REFUND/APPLIED 235-000- 00 14.00 05/29/2018 GEN 66706*dk CINTAS CORPORATION 4470 UNIFORMS & LAUNDRY 401-880- 04 123.38 UNIFORMS & LAUNDRY 401-880- 04 133.16 HECK GEN 66706 TOTAL 256.54 05/29/2018 GEN 66707*#k CITY OF HUTCHINSON Vehicle/Equipment Fuel 401-880- 04 751.62 IT ADMIN AND SUPPORT 250 401-921- 08 894. 91 Utility Expenses - Water/Waste 401-930- 08 6.91 UTILITY EXP-STORM DRAINAGE 401-930- 08 313.25 Utility Expenses - Water/Waste 401-930- 08 44.63 Vehicles/Equipment Fuel 401-935- 08 32.13 HECK GEN 66707 TOTAL 2,043.45 05/29/2018 GEN 66708* CLASSIC ARROW INC DEP REFUND/APPLIED 235-000- 00 87.50 05/29/2018 GEN 66709* CODY ANDERSON DEP REFUND/APPLIED 235-000- 00 52.50 05/29/2018 GEN 66712* DAVID SCHNEIDER DEP REFUND/APPLIED 235-000- 00 35.00 05/29/2018 GEN 66714 DEPT OF PUBLIC SAFETY -PIPELINE REGULATORY EXPENSES 401-928- 08 619.37 REGULATORY EXPENSES 401-928- 08 3, 804. 82 HECK GEN 66714 TOTAL 4,424.19 05/29/2018 GEN 66716 DOT/PHMSA REGULATORY EXPENSES 401-928- 08 17,043.18 05/29/2018 GEN 66719* FIRST CHOICE FOOD & BEVERAGE BREAKROOM/RECOGNITION BANQUET 401-926- 08 32.50 05/29/2018 GEN 66721*#k HANSEN GRAVEL INC Industrial M & R Station Equip 107-385- 00 785.53 Industrial M & R Station Equip 107-385- 00 471.32 Industrial M & R Station Equip 107-385- 00 216.96 HECK GEN 66721 TOTAL 1,473.81 05/29/2018 GEN 66724*#k HILLYARD/HUTCHINSON Misc Other - Materials 401-935- 08 136.65 Misc Other - Materials 401-935- 08 20.70 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 2 GAS CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Account Dept 05/29/2018 GEN 66726* HOFFMAN, JENNIFER 05/29/2018 GEN 66728*dk HUTCHINSON WHOLESALE SUPPLY CO 05/29/2018 GEN 66731* JOHN R SCHMITZ 05/29/2018 GEN 66732* JON BETKER 05/29/2018 GEN 66733* JORDAN RUSSELL 05/29/2018 GEN 66734* JOSH OR KELLI PEARCE 05/29/2018 GEN 66736* KYLE HOFFMAN 05/29/2018 GEN 66738* LORI OR BRIAN RAPING 05/29/2018 GEN 66740* MELANIE WALLACE 05/29/2018 GEN 66741* MIKE CHRISTENSEN 05/29/2018 GEN 66742 MRC GLOBAL 05/29/2018 GEN 66745*dk OXYGEN SERVICE COMPANY INC 05/29/2018 GEN 66746* PAULA POPE 05/29/2018 GEN 66749*dk PRO AUTO & TRANSMISSION REPAIR 05/29/2018 GEN 66750*#k PROCHASKA LLC HECK GEN 66724 TOTAL Pag 20/27 Amount 157.35 Training - Expense 401-930- 08 41.76 Vehicles - Material 402-895- 04 6.40 DEP REFUND/APPLIED 235-000- 00 21.00 CIP - RESIDENTIAL-400 TORONTO AVE 401-916- 07 800.00 CIP - RESIDENTIAL-1445 CALGARY AVE 401-916- 07 725.00 HECK GEN 66732 TOTAL 1,525.00 DEP REFUND/APPLIED 235-000- 00 21.00 DEP REFUND/APPLIED 235-000- 00 140.00 DEP REFUND/APPLIED 235-000- 00 148.75 DEP REFUND/APPLIED 235-000- 00 70.00 DEP REFUND/APPLIED 235-000- 00 157.50 DEP REFUND/APPLIED 235-000- 00 59.50 Meters And All Fittings 107-381- 00 106.77 Materials 401-874- 04 47.03 Materials 401-874- 04 (69.47) HECK GEN 66745 TOTAL (22.44) DEP REFUND/APPLIED 235-000- 00 21.00 VEHICLES - MATERIAL -GAS 402-895- 04 771.34 TOTE TO BE RETURNED 402-895- 04 500.00 TOTE RETURN 41957 402-895- 04 (500.00) 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 2 GAS CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description 05/29/2018 GEN 66754* SHANA PRAFKE 05/29/2018 GEN 66755 STANDARD PRINTING & MAILING 05/29/2018 GEN 66757* TARA SHONERD 05/29/2018 GEN 66758* TASC 05/29/2018 GEN 66760* TODD ILLIES 05/29/2018 GEN 66761*dk TWO-WAY COMMUNICATIONS INC 05/29/2018 GEN 66762* UIS/SOURCECORP 05/29/2018 GEN 66764 VERIZON WIRELESS 05/29/2018 GEN 66765* WONDWOSEN HIRPO 05/29/2018 GEN 66767* ZACHARY INSELMANN 06/01/2018 GEN 201(E)*dk BP CANANDA ENERGY SOLUTIONS 06/01/2018 GEN 202(E)* POINT & PAY 06/05/2018 GEN 206(E)* CITIZENS BANK Account Dept Pag 21/27 Amount HECK GEN 66750 TOTAL 0.00 DEP REFUND/APPLIED 235-000- 00 140.00 Materials 401-874- 04 42.90 DEP REFUND/APPLIED 235-000- 00 35.00 HEALTH INSURANCE-HRA FEES 401-926- 08 173.25 DEP REFUND/APPLIED 235-000- 00 12.25 Materials 401-874- 04 105.23 COLLECTION - MATERIALS 401-903- 06 288.57 COLLECTION - MATERIALS 401-903- 06 219. 80 COLLECTION - MATERIALS 401-903- 06 1,237.50 HECK GEN 66762 TOTAL 1,745.87 UTILITIES (ELECTRIC, SATELLITE-SCADA 401-856- 05 80.06 DEP REFUND/APPLIED 235-000- 00 21.00 DEP REFUND/APPLIED 235-000- 00 35.00 Gas For Retail 401-807- 04 (1,225.86) Gas For Retail 401-807- 04 68,817.61 Contract Gas For Retail 401-807- 04 133,100.22 Contract Gas For Retail 401-807- 04 9,072.80 Contract Gas For Retail 401-807- 04 1,069.97 Contract Gas For Retail 401-807- 04 877.43 Utility Expenses - Water/Waste 401-930- 08 1,330.56 HECK GEN 201(E) TOTAL 213,042.73 METER READING - MATERIALS 401-903- 06 1, 852.24 Office Supplies 401-921- 08 147.19 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 2 GAS 06/05/2018 GEN 208(E)* TASC 06/05/2018 GEN 66773* BORDER STATES ELECTRIC SUPPLY 06/05/2018 GEN 66775*dk CINTAS CORPORATION 4470 06/05/2018 GEN 66776*dk CITY OF HUTCHINSON 06/05/2018 GEN 66778 CONTROL EQUIPMENT SALES 06/05/2018 GEN 66783* FIRST CHOICE FOOD & BEVERAGE 06/05/2018 GEN 66785*dk GOPHER STATE ONE -CALL INC 06/05/2018 GEN 66787* GREEN EARTH LAWN CARE, INC 06/05/2018 GEN 66788* GUARDIAN 06/05/2018 GEN 66789*dk HANSEN GRAVEL INC 06/05/2018 GEN 66791 HUGHES NETWORK SYSTEMS 06/05/2018 GEN 66792* HUTCHFIELD SERVICES INC 06/05/2018 GEN 66794* JOHN D GUSTAFSON 06/05/2018 GEN 66797 JUUL CONTRACTING COMPANY 06/05/2018 GEN 66798* LEAGUE OF MN CITIES INS TRUST Account Dept Pag 22/27 Amount Prepaid HRA 174-000- 00 568.75 COUPLING, ELECTROFUSION, 4" IPS, MDPE, 154-000- 00 115.49 REDUCER, SWAGE, 2" X 1", STD, BLE X ISE 154-000- 00 55.30 ANODES 417, MAG, HIGH POTENTIAL, 10-412 154-000- 00 112.97 TAPE, BELOW GROUND USE, 41 WAX, 4" X 9 154-000- 00 229.20 HECK GEN 66773 TOTAL 512.96 UNIFORMS & LAUNDRY 401-880- 04 133.16 Vehicle/Equipment Fuel 401-880- 04 1,937.51 IT ADMIN AND SUPPORT 250 401-921- 08 7,634.16 Vehicles/Equipment Fuel 401-935- 08 39.33 HECK GEN 66776 TOTAL 9,611.00 HON5020-BB-A-B-B-ABA-A-FMD-AAAASAO-AA, 107-385- 00 8,336.25 BREAKROOM/RECOGNITION BANQUET 401-926- 08 57.00 MATERIALS 401-874- 04 173.02 MATERIALS 401-856- 05 31.05 HECK GEN 66785 TOTAL 204.07 SERVICES 107-380- 00 80.16 DENTAL INSURANCE-20o GAS 242-000- 00 915. 52 MATERIALS 401-874- 04 250.62 UTILITIES -NEW ULM COMMUNICATIONS 401-856- 05 106. 94 MISC OTHER - MATERIALS 401-935- 08 910.41 DEP REFUND/APPLIED 235-000- 00 21.00 MAINS -USE TX 4.82 107-376- 00 70.00 PREPAID INSURANCE 174-000- 00 32, 824. 90 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 2 GAS 06/05/2018 GEN 66803* MEDICA 06/05/2018 GEN 66804 MIDWEST REGION GAS TASK FORCE 06/05/2018 GEN 66805 MRC GLOBAL 06/05/2018 GEN 66807 NORTHERN BORDER PIPELINE CO 06/05/2018 GEN 66808* NU TELECOM 06/05/2018 GEN 66811 PLIDCO 06/05/2018 GEN 66814* RELIANCE STANDARD LIFE -LIFE 06/05/2018 GEN 66817* SHRED RIGHT 06/05/2018 GEN 66820 THE JOURNAL 06/05/2018 GEN 66822* UNITED PARCEL SERVICE 06/05/2018 GEN 66824* VERIZON WIRELESS 06/16/2018 GEN 200(E)*#k VISA Account Dept Pag 23/27 Amount HEALTH INSURANCE 15% GAS 242-000- 00 8, 892.61 Dues/Membership Expense 401-930- 08 1,000.00 PLUG, BULL, SOLID HEX HEAD, MALE THRD, 154-000- 00 61.50 PLUG, SQ HEAD, MALE THRD, 1", FORGED 154-000- 00 14.13 HECK GEN 66805 TOTAL 75.63 LINE - OUTSIDE SERVICES -INTERCONNECT 401-856- 05 2,000.00 TELEPHONE 401-921- 08 632.49 SLEEVE, REPAIR, SPLIT, 12" X 24", 18" 154-000- 00 11,767.00 SLEEVE, REPAIR, SPLIT, 12" X 24", 18" 154-000- 00 252.29 SLEEVE, REPAIR, SPLIT, 154-000- 00 14, 148.00 SLEEVE, REPAIR, SPLIT, 154-000- 00 303.35 CERT-PACKAGE 154-000- 00 66.00 CERT-PACKAGE 154-000- 00 1.42 PACK 154-000- 00 453.83 PACK 154-000- 00 9.73 HECK GEN 66811 TOTAL 27,001.62 LTD INSURANCE-20o GAS 242-000- 00 306.17 LIFE INSURANCE-20o GAS 242-000- 00 183.88 HECK GEN 66814 TOTAL 490.05 OFFICE SUPPLIES -SHREDDING SERVICES 401-921- 08 4.16 Public Awareness - Material 401-856- 05 183.50 MAIL SERVICES - UPS, FEDEX 401-921- 08 52.52 TELEPHONE 401-921- 08 431.01 UNIFORMS & LAUNDRY -OVERALLS -USE TX 401-880- 04 124.99 LINE - OUTSIDE SERVICES -REMOTE 401-856- 05 74.25 OFFICE SUPPLIES-VERI DESK 401-921- 08 83.88 RECOGNITION BANQUET- 401-926- 08 51.51 MISC OTHER - MATERIALS -GARAGE DOOR 401-935- 08 12.51 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee Fund: 2 GAS CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description 06/19/2018 GEN 668281dk ACE HARDWARE 06/19/2018 GEN 66832* ASHLEY GABBERT 06/19/2018 GEN 66833*dk BORDER STATES ELECTRIC SUPPLY 06/19/2018 GEN 66837 BROWN COUNTY RURAL ELECTRIC 06/19/2018 GEN 66838* CARD SERVICES 06/19/2018 GEN 66839 CENTURYLINK 06/19/2018 GEN 66841* CHERI PONATH 06/19/2018 GEN 66842*dk CINTAS CORPORATION 4470 06/19/2018 GEN 66843* DAWN YIRA 06/19/2018 GEN 66846* EUGENE HAVELKA 06/19/2018 GEN 66852dk GROEBNER & ASSOCIATES INC Account Dept Pag 24/27 Amount HECK GEN 200(E) TOTAL 347.14 SERVICES 107-380- 00 28.82 Materials 401-874- 04 3.84 Materials 402-892- 04 4.91 Misc Other - Materials 401-935- 08 16.91 HECK GEN 66828 TOTAL 54.48 Cip - Residential 401-916- 07 400.00 VALVE, METER, 3/4", INS, LOCKWING, PLG 154-000- 00 754.26 VALVE, METER, 3/4", INS, LOCKWING, PLG 154-000- 00 0.01 VALVE, METER, 3/4", INS, LOCKWING, PLG 154-000- 00 754.26 HECK GEN 66833 TOTAL 1,508.53 Utilities (Electric, Satellite 401-856- 05 135.11 BREAKROOM/RECOGNITION BANQUET 401-926- 08 69.95 Utilities (Electric, Satellite 401-856- 05 54.84 Cip - Residential 401-916- 07 400.00 UNIFORMS & LAUNDRY 401-880- 04 143.45 UNIFORMS & LAUNDRY 401-880- 04 144. 94 HECK GEN 66842 TOTAL 288.39 Cip - Residential 401-916- 07 400.00 Cip - Residential 401-916- 07 400.00 GAS, CALIBRATION, 2.5% BY VOL.(50oLEL) 154-000- 00 82.26 GAS, CALIBRATION, 2.5% BY VOL.(50oLEL) 154-000- 00 25.83 GAS, CALIBRATION, 100o BY VOL 990 154-000- 00 90.20 GAS, CALIBRATION, 100o BY VOL 990 154-000- 00 27.18 AAT-35 Base Repair w/Atmos Caliibration 416-108- 04 2,480.08 AAT-35 Base Repair w/Atmos Caliibration 416-108- 04 42.07 HP Calibration (AAT-35) - 5 It, Intest 416-108- 04 2,133.22 HP Calibration (AAT-35) - 5 It, Intest 416-108- 04 36.19 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Payee Description Account Pag Dept 25/27 Amount Fund: 2 GAS HP Calibration (AAT-35) - 5 It, Out 416-108- 04 2,133.22 HP Calibration (AAT-35) - 5 It, Out 416-108- 04 36.19 AAT-90 Base Repair w/Atmos Calibration 416-108- 04 2,651.99 AAT-90 Base Repair w/Atmos Calibration 416-108- 04 44.99 HP Calibration (AAT-90) - SPt, Intest 416-108- 04 3,047.78 HP Calibration (AAT-90) - SPt, Intest 416-108- 04 51.70 HP Calibration (AAT-90) - 5 It, Out 416-108- 04 3,065.82 HP Calibration (AAT-90) - 5 It, Out 416-108- 04 51.70 HECK GEN 66852 TOTAL 16,000.42 06/19/2018 GEN 66853* HAGER JEWELRY INC Office Supplies 401-921- 08 6.57 06/19/2018 GEN 66854 HANSEN GRAVEL INC Industrial M & R Station Equip 107-385- 00 284.29 06/19/2018 GEN 66858*#k HUTCHINSON CO-OP Materials 401-874- 04 25.70 Materials 401-856- 05 58.00 HECK GEN 66858 TOTAL 83.70 06/19/2018 GEN 66859* HUTCHINSON DEVELOPMENT GROUP LLC GET REFUND/APPLIED 235-000- 00 140.00 06/19/2018 GEN 66860*#k HUTCHINSON LEADER Public Awareness - Material 401-856- 05 188.50 Advertising/Printing 401-921- 08 90.00 HECK GEN 66860 TOTAL 278.50 06/19/2018 GEN 66862* INNOVATIVE OFFICE SOLUTIONS OFFICE SUPPLIES 401-921- 08 31.93 06/19/2018 GEN 66866* JEREMY TREICHLER Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66868* JORDAN DAHL Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66869* LAVONNE HANSEN Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66871* LYNETTE JENSEN Cip - Residential 401-916- 07 400.00 06/19/2018 GEN 66873* MARCO TECHNOLOGIES, LLC OFFICE SUPPLIES 401-921- 08 122.74 06/19/2018 GEN 66874* MARK ERICKSON Cip - Residential 401-916- 07 400.00 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 2 GAS 06/19/2018 GEN 66879#k MCLEOD COOPERATVIE POWER ASSN 06/19/2018 GEN 66881* MELISSA KOHLS 06/19/2018 GEN 66885 MILTON ROY COMPANY 06/19/2018 GEN 66886* MINNESOTA COMMERCE DEPT 06/19/2018 GEN 66887* MN NCPERS 06/19/2018 GEN 66891* NORTHSTAR CHAPTER-APA 06/19/2018 GEN 66892*dk O'REILLY AUTOMOTIVE INC 06/19/2018 GEN 66893*#k OXYGEN SERVICE COMPANY INC 06/19/2018 GEN 66895* PREMIUM WATERS INC 06/19/2018 GEN 66900* ROB HAUSER 06/19/2018 GEN 66902* ROLLIN KUBASCH 06/19/2018 GEN 66903*#k RUNNING'S SUPPLY INC 06/19/2018 GEN 66906 SPRINT Account Dept Pag 26/27 Amount MISC EXPENSE -GAS LINE PUMP 401-880- 04 62.35 UTILITIES (ELECTRIC, SATELLITE-MCLEOD 401-856- 05 38.48 UTILITIES (ELECTRIC, SATELLITE -PIPELINE 401-856- 05 39.48 HECK GEN 66879 TOTAL 140.31 Cip - Residential 401-916- 07 400.00 D3-0126 Verometer Filter repair kit 402-892- 04 125.00 D3-0126 Verometer Filter repair kit 402-892- 04 1.52 A4-0010 Solenoid Valve 402-892- 04 360.00 A4-0010 Solenoid Valve 402-892- 04 4.38 D3-0103 Bulk Odorant Filter kit 402-892- 04 130.00 D3-0103 Bulk Odorant Filter kit 402-892- 04 1.58 D3-0301 N300 Pneumatic Relay Repair kit 402-892- 04 150.00 D3-0301 N300 Pneumatic Relay Repair kit 402-892- 04 1.83 HECK GEN 66885 TOTAL 774.31 Doc - Cip Assessment 401-916- 07 1,640.50 LIFE INSURANCE-PERA LIFE 242-000- 00 48.00 TRAINING - EXPENSE -MEETING 450 401-930- 08 135.00 Vehicles - Material 402-895- 04 7.37 Materials 401-874- 04 95.13 OFFICE SUPPLIES -BOTTLED WATER 401-921- 08 5.92 Cip - Residential 401-916- 07 400.00 Cip - Residential 401-916- 07 25.00 Materials 401-856- 05 91.00 Utilities (Electric, Satellite 401-856- 05 141.52 06/20/2018 03:54 PM User: JMartig DE: Hutchinson Utili Check Date Bank Check # Payee CHECK DISBURSEMENT REPORT FOR HUTCHINSON UTILITIES CHECK DATE FROM 05/23/2018 - 06/20/2018 Description Fund: 2 GAS 06/19/2018 GEN 66907* STANDARD PRINTING & MAILING 06/19/2018 GEN 66912* TRANS 06/19/2018 GEN 66913 VERIZON WIRELESS 06/19/2018 GEN 66915*dk WEST CENTRAL SANITATION INC 06/20/2018 GEN 203(E)* MINNESOTA REVENUE Account Dept Pag 27/27 Amount OFFICE SUPPLIES 401-921- 08 10.74 LEASE/SERVICE AGREEMENTS 401-921- 08 291.75 UTILITIES (ELECTRIC, SATELLITE-SCADA 401-856- 05 80.04 UTILITY EXPENSES - WATER/WASTE 45/55 401-930- 08 172.59 State Sales Tax 242-000- 00 10,875.00 City Sales Tax 242-000- 00 787.00 HECK GEN 203(E) TOTAL 11,662.00 06/20/2018 GEN 205(E)* POINT & PAY METER READING - MATERIALS 401-903- 06 1,570.63 Total for fund 2 GAS 1,262,371.26 TOTAL - ALL FUNDS 9,524,362.93 '*'-INDICATES CHECK DISTRIBUTED TO MORE THAN ONE FUND '#'-INDICATES CHECK DISTRIBUTED TO MORE THAN ONE DEPARTMENT HUTCHINSON UTILITIES COMMISSION COMBINED DIVISIONS FINANCIAL REPORT FOR MAY, 2018 2018 2017 Di % Chnq 1 2018 2017 Combined Division Customer Revenue $ 2,496,038 $ 2,743,197 $ (247,159) Sales for Resale $ 337,981 $ 137,718 $ 200,262 NU Transportation $ 71,033 $ 71,126 $ (93) Electric Division Transfer $ 54,697 $ 54,308 $ 389 Other Revenues $ 40,441 $ 29,324 $ 11,117 Interest Income $ 22,421 $ 5,586 $ 16,836 TOTAL REVENUES $ 3,022,611 $ 3,041,259 $ (18,648) Salaries & Benefits Purchased Commodities Transmission Generator Fuel/Chem. Depreciation Transfers (Elect./City) Operating Expense Debt Interest TOTAL EXPENSES NET PROFIT/(LOSS) 41.7% of Year Comp. Di % Chnq Full Yr Bud % of Bud (9.0%) $ 16,027,384 $ 15,118,250 $ 909,135 6.0% $ 35,763,605 44.8% 145.4% $ 1,264,701 $ 651,069 $ 613,632 94.2% $ 2,519,200 50.2% (0.1%) $ 357,528 $ 360,353 $ (2,824) (0.8%) $ 739,440 48.4% 0.7% $ 273,486 $ 271,541 $ 1,945 0.7% $ 656,366 41.7% 37.9% $ 228,080 $ 311,079 $ (82,999) (26.7%) $ 492,808 46.3% 301.4% $ 127,895 $ 56,623 $ 71,272 125.9% $ 100,000 127.9% (0.6%) $ 18,279,075 $ 16,768,915 $ 1,510,160 9.0% $ 40,271,419 45.4% $ 462,476 $ 390,473 $ 72,003 18.44% $ 2,456,915 $ 2,294,764 $ 162,151 7.1% $ 6,363,429 38.6% $ 1,426,326 $ 1,404,245 $ 22,081 1.6% $ 8,996,016 $ 8,700,911 $ 295,105 3.4% $ 19,600,000 45.9% $ 200,848 $ 198,838 $ 2,010 1.0% $ 895,555 $ 924,052 $ (28,497) (3.1%) $ 2,630,000 34.1% $ 146,683 $ 46,473 $ 100,210 215.6% $ 390,235 $ 143,771 $ 246,464 171.4% $ 992,082 39.3% $ 325,667 $ 317,333 $ 8,333 2.6% $ 1,628,333 $ 1,586,667 $ 41,666 2.6% $ 3,908,000 41.7% $ 158,986 $ 154,002 $ 4,984 3.2% $ 794,931 $ 770,012 $ 24,919 3.2% $ 1,907,835 41.7% $ 179,687 $ 246,182 $ (66,495) (27.0%) $ 828,946 $ 978,415 $ (149,469) (15.3%) $ 2,490,809 33.3% $ 103,551 $ 63,382 $ 40,169 63.4% $ 517,757 $ 316,912 $ 200,845 63.4% $ 1,280,863 40.4% $ 3,004,224 $ 2,820,929 $ 183,296 6.5% $ 16,508,689 $ 15,715,504 $ 793,185 5.0% $ 39,173,018 42.1% $ 18,386 $ 220,330 $ (201,944) (91.7%) $ 1,770,386 $ 1,053,411 $ 716,975 68.1% $ 1,098,401 161.2% May May YTD YTD 2018 2017 Change 2018 2017 Change Gross Margin % 31.6% 36.4% -4.8% 36.3% 33.2% 3.1% Operating Income Per Revenue $ (%) 2.6% 8.3% -5.7% 11.3% 6.7% 4.6% Net Income Per Revenue $ (%): 0.6% 7.2% -6.6% 9.7% 6.3% 3.4% 2018 HUC Budget Target 32.2% IIIIIIIIIIIIIIIIIII 10NNNNNNNN�1 5.2% fN��IINIINIdI 2.7% HUTCHINSON UTILITIES COMMISSION ELECTRIC DIVISION FINANCIAL REPORT FOR MAY, 2018 2018 2017 2 . Electric Division Customer Revenue $ 2,075,123 $ 2,182,349 $ (107,226) Sales for Resale $ 337,981 $ 137,718 $ 200,262 Other Revenues $ 16,518 $ 11,075 $ 5,443 Interest Income $ 12,605 $ 2,793 $ 9,812 TOTAL REVENUES $ 2,442,227 $ 2,333,935 $ 108,292 Salaries & Benefits $ 366,258 $ 308,916 $ 57,342 Purchased Power $ 1,186,984 $ 1,119,727 $ 67,257 Transmission $ 200,848 $ 198,838 $ 2,010 Generator Fuel/Chem. $ 146,683 $ 46,473 $ 100,210 Depreciation $ 241,667 $ 233,333 $ 8,333 Transfers (Elect./City) $ 128,224 $ 123,408 $ 4,816 Operating Expense $ 109,197 $ 173,286 $ (64,089) Debt Interest $ 47,376 $ 2,124 $ 45,252 TOTAL EXPENSES $ 2,427,238 $ 2,206,106 $ 221,132 NET PROFIT/(LOSS) $ 14,989 $ 127,829 $ (112,840) 41.7% of Year Comp. %Chna 2018 2017 2 . %Chna Full YrBud %of Bud (4.9%) $ 9,866,504 $ 9,816,208 $ 50,296 0.5% $ 25,325,189 39.0% 145.4% $ 1,264,701 $ 651,069 $ 613,632 94.2% $ 2,519,200 50.2% 49.1% $ 81,763 $ 203,215 $ (121,452) (59.8%) $ 208,800 39.2% 351.3% $ 70,918 $ 28,312 $ 42,606 150.5% $ 50,000 141.8% 4.6% $ 11,283,886 $ 10,698,803 $ 585,082 5.5% $ 28,103,189 40.2% 18.6% $ 1,920,979 $ 1,796,705 $ 124,274 6.9% $ 4,942,964 6.0% $ 5,793,351 $ 5,614,259 $ 179,092 3.2% $ 14,000,000 1.0% $ 895,555 $ 924,052 $ (28,497) (3.1%) $ 2,630,000 215.6% $ 390,235 $ 143,771 $ 246,464 171.4% $ 992,082 3.6% $ 1,208,333 $ 1,166,667 $ 41,666 3.6% $ 2,900,000 3.9% $ 641,122 $ 617,041 $ 24,081 3.9% $ 1,538,693 (37.0%) $ 557,681 $ 709,459 $ (151,778) (21.4%) $ 1,613,834 2,130.6% $ 236,882 $ 10,620 $ 226,262 2,130.6% $ 606,763 10.0% $ 11,644,138 $ 10,982,574 $ 661,564 6.0% $ 29,224,336 (88.3%) $ (360,252) $ (283,771) $ (76,482) 27.0% $ (1,121,1471 38.9% 41.4% 34.1% 39.3% 41.7% 41.7% 34.6% 39.0% 39.8% 32.1% III�I�I�i�i%�4�'�iiii��III��IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�Ii�Iitl�I�iiiirfffttttttt��I�lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll'�i�i��r'��i�ii��I��llllllllllllllllllllllllllllllllllllllllllllllllllllllllll -' 41.7° o Year Com . � f P 2018 2017 2 . %Chna 2018 2017 2 . %Chna Full YrBud %of Bud Electric Division Residential 4,274,950 4,253,360 21,590 0.51% 19,720,429 18,509,781 1,210,648 6.54% 50,432,797 39.1% All Electric 127,658 151,946 (24,288) (15.98%) 1,276,624 1,137,890 138,734 12.19% 2,611,705 48.9% Small General 1,625,565 1,661,096 (35,531) (2.14%) 7,706,362 7,166,011 540,351 7.54% 17,085,853 45.1% Large General 6,843,530 7,094,355 (250,825) (3.54%) 30,223,950 28,974,249 1,249,701 4.31% 79,262,499 38.1% Industrial 11,744,000 12,704,000 (960,000) (7.56%) 52,353,000 54,145,000 (1,792,000) (3.31%) 134,707,856 38.9% Total KWH Sold 24,615,703 25,864,757 (1,249,054) (4.83%) 111,280,365 109,932,931 1,347,434 1.23% 284,100,710 39.2% May May YTD YTD 2018 HUC 2018 2017 Change 2018 2017 Change Budget Target Gross Margin % 26.3% 30.3% -3.9% 26.5% 25.3% 1.2% 24.0% Operating Income Per Revenue $ (%) 1.9% 5.1% -3.2% -1.8% -3.9% 2.1% -2.0% 0%-5% Net Income Per Revenue $ (%): 0.6% 5.5% -4.9% -3.2% -2.7% -0.5% -4.0% 0%-5% Customer Revenue per KWH: $0.0843 $0.0844 -$0.0001 $0.0883 $0.0890 -$0.0006 $0.0886 11llllllllllllllll� Total Power Supply Exp. per KWH: $0.0726 $0.0626 $0.0100 $0.0740 $0.0718 $0.0022 $0.0750 Overall net income declined by $112,840 due in large part to increased purchased power and lower customer revenue. Generation fuels were up due to the large increase in Transalta sales. That is also part of the reason for the increase in purchased power as a little over 50% of MW's to Transalta were purchased on the market. One reason for this was being unable to generate at Plant 1 due to the foundation work. Sales for Resale of $337,981 consisted of $21,132 in market sales, $35,600 in the monthly tolling fee from Transalta, $185,249 in Transalta energy sales, and $96,000 in capacity sales to SMMPA. May 2017 Sales for Resale of $137,718 consisted of $18,774 in market sales, $34,400 in monthly tolling fees from Transalta, $18,044 in Transalta energy sales, and $66,500 in capacity sales to SMMPA. May 2016 Sales for Resale of $118,073 consisted of $6,956 market sales, $34,400 in Transalta tolling fees, $34,717 in Transalta energy sales, and capacity sales to SMMPA for $42,000. Overall Purchased Power increased by $67,257. MRES purchases decreased by $8,157 and market purchases/MISO costs increased by $75,414. There was no power cost adjustment for May 2018. Total PCA's for 2018 have brought in an extra $466,036 YTD. Last year's power cost adjustment for May 2017 generated $44,311 in additional revenue for the month and $557,376 for the year. HUTCHINSON UTILITIES COMMISSION GAS DIVISION FINANCIAL REPORT FOR MAY, 2018 II�ir�r�il��iiiiiii��I��iW�IitI��iiii�fffttttftf��I�I�i�i�r�l(i -' f�i��I��iiiii��IIII�� 41.7° o Year Com . % f P 2018 2017 2 . %Chna 2018 2017 2 . %Chna Full YrBud %of Bud Gas Division Customer Revenue $ 420,915 $ 560,848 $ (139,933) (25.0%) $ 6,160,881 $ 5,302,042 $ 858,839 16.2% $ 10,438,416 59.0% Transportation $ 71,033 $ 71,126 $ (93) (0.1%) $ 357,528 $ 360,353 $ (2,824) (0.8%) $ 739,440 48.4% Electric Div. Transfer $ 54,697 $ 54,308 $ 389 0.7% $ 273,486 $ 271,541 $ 1,945 0.7% $ 656,366 41.7% Other Revenues $ 23,922 $ 18,249 $ 5,674 31.1% $ 146,317 $ 107,864 $ 38,452 35.6% $ 284,008 51.5% Interest Income $ 9,817 $ 2,793 $ 7,024 251.5% $ 56,978 $ 28,312 $ 28,666 101.3% $ 50,000 114.0% TOTAL REVENUES $ 580,384 $ 707,324 $ (126,940) (17.9%) $ 6,995,189 $ 6,070,112 $ 925,077 15.2% $ 12,168,230 57.5% Salaries & Benefits $ 96,218 $ 81,557 $ 14,661 18.0% $ 535,936 $ 498,059 $ 37,877 7.6% $ 1,420,465 37.7% Purchased Gas $ 239,342 $ 284,518 $ (45,176) (15.9%) $ 3,202,665 $ 3,086,652 $ 116,013 3.8% $ 5,600,000 57.2% Operating Expense $ 70,490 $ 72,896 $ (2,406) (3.3%) $ 271,265 $ 268,956 $ 2,309 0.9% $ 876,975 30.9% Depreciation $ 84,000 $ 84,000 $ - 0.0% $ 420,000 $ 420,000 $ - 0.0% $ 1,008,000 41.7% Transfers (City) $ 30,762 $ 30,594 $ 168 0.5% $ 153,809 $ 152,971 $ 838 0.5% $ 369,142 41.7% Debt Interest $ 56,175 $ 61,258 $ (5,083) 0.0% $ 280,875 $ 306,292 $ (25,417) JL12L $ 674,100 41.7% TOTAL EXPENSES $ 576,987 $ 614,823 $ (37,836) (6.2%) $ 4,864,551 $ 4,732,930 $ 131,621 2.8% $ 9,948,682 48.9% NET PROFIT/(LOSS) $ 3,398 $ 92,501 $ (89,103) (96.3%)l $ 2,130,639 $ 1,337,182 $ 793,457 59.3% $ 2,219,548 96.0% ��r�Illllllllllllllll��i fi�hTNYri ffffllll IIVRI�11N�i fllllllll�ll o 41.7�6 of Year Comp. 2018 2017 Di . %Chnq 2018 2017 Di . %Chnq Full YrBud %of Bud Gas Division Residential 9,861,932 20,808,110 (10,946,178) (52.61%) 264,324,003 223,354,343 40,969,660 18.34% 449,582,000 58.8% Commercial 10,118,354 17,923,243 (7,804,889) (43.55%) 199,781,459 167,540,025 32,241,434 19.24% 420,183,000 47.5% Industrial 52,384,688 59,305,888 (6,921,200) (11.67%)Il 29,787,437 398,684,269 31,103,168 7.80%1 786,836,000 54.6% Total CF Sold 72,364,974 98,037,241 (25,672,267) (26.19%)l 893,892,899 789,578,637 104,314,262 13.21%1 1,656,601,000 54.0% May May YTD YTD 2018 HUC 2018 2017 Change 2018 2017 Change Budget Target Gross Margin % 54.8% 57.0% -2.3% 52.3% 47.1% 5.2% 51.4% IIIIIIIIIIIIIIIIIIIIIIII �� Operating Income Per Revenue $ (%) 5.6% 19.3% -13.8% 32.8% 25.5% 7.3% 22.1°% Net Income Per Revenue $ (%): 0.6% 13.5% -12.9% 31.4% 22.5% 8.8°% 18.8°% �pyN�NNpNp�p�p�p�N� ��MflIII�IIIIIIIIIIIIIIIIIyy Contracted Customer Rev. per CF: $0.0035 $0.0036 -$0.0001 $0.0039 $0.0040 -$0.0001 $0.0035pp�pp�pp��pp��pp��ryry�I Customer Revenue per CF: $0.0118 $0.0090 $0.0028 $0.0097 $0.0095 $0.0002 $0.0088IIIIIIIIII��II�'' Total Power Supply Exp. per CF: $0.0034 $0.0030 $0.0004 $0.0036 $0.0040 ($0.0003) $0.0035 $0.0035 Natural Gas net income was down $89,103 also due to lower Customer Revenue and usage. May's Fuel Cost credit adjustment was $.76449/MCF totalling $16,873 for the month and $150,397 YTD. May 2017 credits totalled $113,901 for the month and $310,593 YTD. Current Assets Unnestricted/Undesignated Cash Cash Petty Cash Designated Cash Capital Expenditures - Five Yr. CIP Payment in Lieu of Taxes Rate Stabilization - Electric Rate Stabilization - Gas Catastrophic Funds Restricted Cash Bond Interest Payment 2017 Bond Interest Payment 2012 Debt Service Reserve Funds Total Current Assets Receivables Accounts (net of uncollectible allowances) Interest Total Receivables Other Assets Inventory Prepaid Expenses Sales Tax Receivable Deferred Outflows - Electric Deferred Outflows - Gas Total Other Assets Total Current Assets Capital Assets Land & Land Rights Depreciable Capital Assets Accumulated Depreciation Construction - Work in Progress Total Net Capital Assets HUTCHINSON UTILITIES COMMISSION BALANCE SHEET - CONSOLIDATED MAY31, 2018 Electric Gas Total Total Net Change Division Division 2018 2017 Total (YTD) 14,622,015.63 7,634,160.02 22,256,175.65 11,913,469.80 10,342,705.85 680.00 170.00 850.00 850.00 - 2,750,000.00 700,000.00 3,450,000.00 2,415,525.98 1,034,474.02 882,327.00 369,142.00 1,251,469.00 1,196,331.00 55,138.00 372,736.68 - 372,736.68 314,539.41 58,197.27 - 651,306.61 651,306.61 646,058.37 5,248.24 400,000.00 100,000.00 500,000.00 500,000.00 - 954,819.66 - 954,819.66 87,784.36 867,035.30 - 984,549.98 984,549.98 1,140,474.99 (155,925.01) 522,335.64 2,188,694.02 2,711,029.66 2,188,694.02 522,335.64 20,504,914.61 12,628,022.63 33,132,937.24 20,403,727.93 12,729,209.31 2,285,878.84 595,130.44 2,881,009.28 2,765,236.28 115,773.00 19,039.49 19,039.49 38,078.98 31,415.67 6,663.31 2,304,918.33 614,169.93 2,919,088.26 2,796,651.95 122,436.31 1,274,642.00 434,674.63 1,709,316.63 1,545,901.29 163,415.34 22,732.92 45,645.65 68,378.57 20,361.83 48,016.74 44,400.91 - 44,400.91 156,824.96 (112,424.05) 752,887.00 - 752,887.00 1,746,060.00 (993,173.00) - 250,962.00 250,962.00 582,020.00 (331,058.00) 2,094,662.83 731,282.28 2,825,945.11 4,051,168.08 (1,225,222.97) 24, 904, 495.77 13, 973, 474.84 690,368.40 89, 599,158.36 (53,653,326.88) 5,911,775.77 42,547,975.65 3,899,918.60 41,294,704.69 (15,426,585.00) 133,300.77 29,901,339.06 38, 877, 970.61 27, 251, 547.96 11, 626, 422.65 4,590,287.00 4,591,691.75 (1,404.75) 130,893,863.05 127,929,370.19 2,964,492.86 (69,079,911.88) (65,918,493.22) (3,161,418.66) 6,045,076.54 819,039.00 5,226,037.54 72,449,314.71 67,421,607.72 5,027,706.99 Total Assets 67,452,471.42 43,874,813.90 111,327,285.32 94,673,155.68 16,654,129.64 Current Liabilities Current Portion of Long-term Debt Bonds Payable Bond Premium Accounts Payable Accrued Expenses Accrued Interest Accrued Payroll Total Current Liabilities Long -Term Liabilities Noncurrent Portion of Long-term Debt 2017 Bonds 2012 Bonds 2003 Bonds Bond Premium 2012 Pension Liability- Electric Pension Liability- Nat Gas Accrued Vacation Payable Accrued Severance Deferred Outflows - Electric Deferred Outflows - Nat Gas Total Long -Term Liabilities Net Position Retained Earnings Total Net Position HUTCHINSON UTILITIES COMMISSION BALANCE SHEET - CONSOLIDATED MAY31, 2018 Electric Gas Total Division Division 2018 2,212,956.68 33,815.53 2,246,772.21 1,295,000.00 185,608.32 555,849.65 84,000.20 9,790.22 2,130,248.39 Total Net Change 2017 Total (YTD) 1,295,000.00 1,345,000.00 (50,000.00) 185,608.32 185,608.32 - 2,768,806.33 2,668,463.44 100,342.89 84,000.20 0.05 84,000.15 43,605.75 99,722.36 (56,116.61) 4,377,020.60 4,298,794.17 78,226.43 16,675,000.00 - 16,675,000.00 - 16,675,000.00 - 13,900,000.00 13,900,000.00 15,195,000.00 (1,295,000.00) - - - 465,000.00 (465,000.00) 652,410.72 1,392,062.03 2,044,472.75 1,577,670.35 466,802.40 3,083,440.00 - 3,083,440.00 4,226,202.00 (1,142,762.00) - 1,027,813.00 1,027,813.00 1,408,734.00 (380,921.00) 323,735.99 102,774.05 426,510.04 378,943.50 47,566.54 73,739.62 28,580.99 102,320.61 92,050.32 10,270.29 794,370.00 - 794,370.00 569,910.00 224,460.00 - 264,790.00 264,790.00 189,970.00 74,820.00 21,602,696.33 16,716,020.07 38,318,716.40 24,103,480.17 14,215,236.23 43,603,002.88 25,028,545.44 68,631,548.32 66,270,881.34 2,360,666.98 43,603,002.88 25,028,545.44 68,631,548.32 66,270,881.34 2,360,666.98 Total Liabilities and Net Position 67,452,471.42 43,874,813.90 111,327,285.32 94,673,155.68 16,654,129.64 Hutchinson Utilities Commission Cash -Designations Report, Combined 5/31/2018 Change in Financial Balance, Balance, Cash/Reserve Institution Current Interest Rate Annual Interest May 2018 April 2018 Position Savings, Checking, Investments varies varies Total Operating Funds Debt Reserve Requirements Bond Covenants - sinking fund Debt Reserve Requirements Bond Covenants -1 year Max. P & I Total Reserve Requirement Operating Reserve Rate Stabalization Funds PILOT Funds Catastrophic Funds Capital Reserves Total Earmarked Funds varies 33,132,937.24 35,346,221.52 (2,213,284.28) 33,132,937.24 35,346,221.52 (2,213,284.28) Min 60 days of 2018 Operating Bud. Charter (Formula Only) Risk Mitigation Amount 5 Year CIP ( 2018-2022 Fleet & Infrastructure Maintenance) 1,939,369.64 1,721,655.34 217,714.30 2,188,694.02 2,188,694.02 - 4,128,063.66 3,910,349.36 217,714.30 5,868,920.00 5,868,920.00 - 1,024,043.29 965,846.02 58,197.27 1,251,469.00 1,251,469.00 - 500,000.00 500,000.00 3,450,000.00 3,450,000.00 - 12,094,432.29 12,036,235.02 58,197.27 YE YE YE YE YTD HUC 2014 2015 2016 2017 2018 Target Debt to Asset 28.8% 32.0% 32.2% 40.8% 38.4% Current Ratio 2.26 2.52 3.06 5.73 7.59 �INigM� RONA 0.05% 1.31% 2.17% 1.80% 1.75% Change in Cash Balance (From 12131114 to 513112018) Month End Electric Elec. Change Natural Gas Gas Change Total Total Change 5/31/2018 20,504,915 12,628,023 33,132,937 12/31/2017 23,213,245 (2,708,330) 10,702,689 1,925,334 33,915,934 (782,997) 12/31/2016 8,612,801 14,600,444 9,500,074 1,202,615 18,112,875 15,803,059 12/31/2015 6,170,790 2,442,011 9,037,373 462,701 15,208,163 2,904,712 12/31/2014 3,598,821 2,571,969 6,765,165 2,272,208 10,363,986 4,844,177 * 2017's Signifcant increase in cash balance is due to issuing bonds for the generator project. Hutchinson Utilities Commission Cash -Designations Report, Electric 5/31/2018 Change in Financial Balance, Balance, Cash/Reserve Institution Current Interest Rate Annual Interest May 2018 April 2018 Position Savings, Checking, Investments varies varies varies 33,132,937.24 35,346,221.52 (2,213,284.28) Total HUC Operating Funds 33,132,937.24 35,346,221.52 (2,213,284.28) Debt Restricted Requirements Bond Covenants - sinking fund Operating Reserve Min 60 days of 2018 Operating Bud. Rate Stabalization Funds $400K-$1.2K PILOT Funds Charter (Formula Only) Catastrophic Funds Risk Mitigation Amount Capital Reserves 5 Year CIP ( 2018-2022 Fleet & Infrastructure Maintenance) Total Designated Funds 954,819.66 901,197.03 53,622.63 4,387,223.00 4,387,223.00 - 372,736.68 314,539.41 58,197.27 882,327.00 882,327.00 - 400,000.00 400,000.00 2,750,000.00 2,750,000.00 - 8,792,286.68 8,734,089.41 58,197.27 RestrictionsExcess Reserves Less Designations,:O: YE YE YE YE YTD APPA Ratio HUC 2014 2015 2016 2017 2018 5K-10K Cust. Target Debt to Asset Ratio (* w/Gen.) 7.4% 13.2% 16.1% 36.1% 35.4% 50.1% Current Ratio 2.48 2.95 3.57 10.70 10.09 2.43 �I RONA -3.1% -1.2% -0.4% -0.1% -0.6% NA >0% Hutchinson Utilities Commission Cash -Designations Report, Gas 5/31/2018 Change in Financial Balance, Balance, Cash/Reserve Institution Current Interest Rate Annual Interest May 2018 April 2018 Position Savings, Checking, Investments varies varies Total HUC Operating Funds Debt Restricted Requirements Bond Covenants - sinking fund Debt Restricted Requirements Bond Covenants -1 year Max. P & I Total Restricted Requirements Operating Reserve Rate Stabalization Funds PILOT Funds Catastrophic Funds Capital Reserves Total Earmarked Funds varies 33,132,937.24 35,346,221.52 (2,213,284.28) 33,132,937.24 35,346,221.52 (2,213,284.28) Min 60 days of 2018 Operating Bud. $200K-$600K Charter (Formula Only) Risk Mitigation Amount 5 Year CIP ( 2018-2022 Fleet & Infrastructure Maintenance) 984,549.98 820,458.31 164,091.67 2,188,694.02 2,188,694.02 - 3,173,244.00 3,009,152.33 164,091.67 1, 481, 697.00 1, 481, 697.00 651, 306.61 651, 306.61 369,142.00 369,142.00 100, 000.00 100, 000.00 700,000.00 700,000.00 3,302,145.61 3,302,145.61 YE YE YE YE YTD HUC 2014 2015 2016 2017 2018 APGA Ratio Target Debt to Asset 55.6% 54.8% 51.5% 48.1% 43.0% TBD Current Ratio 2.07 2.17 2.59 2.72 4.95 TBD RONA 4.3% 4.7% 5.6% 5.0% 5.6% TBD HUTCHINSON UTILITIES COMMISSION Investment Report For the Month Ended May 31, 2018 Interest Current Date of Date of Par Current Purchase Unrealized Premium Next Institution Description Rate YTM Purchase Maturity Value Value Amount Gain/(Loss) (Discount) Call Date Wells Fargo Money Market 0.600% 0.600% NA NA 46,349.40 47,220.86 - - - N/A Wells Fargo CD's 1.650% 1.650% 02/22/2018 08/22/2018 245,000.00 244,928.95 245,000.00 (71.05) - N/A Wells Fargo CD's 2.000% 2.000% 02/28/2018 03/28/2019 245,000.00 244,644.75 245,000.00 (355.25) - N/A Wells Fargo CD's 2.100% 2.100% 02/21/2018 08/21/2019 245,000.00 244,140.05 245,000.00 (859.95) - N/A Wells Fargo CD's 1.200% 1.200% 09/07/2016 09/21/2018 245,000.00 244,306.65 245,000.00 (693.35) - N/A Wells Fargo CD's 2.000% 2.000% 04/07/2016 10/07/2021 245,000.00 237,115.90 245,000.00 (7,884.10) - 10/07/2018 Wells Fargo CD's 2.150% 2.150% 06/27/2017 06/27/2022 245,000.00 236,530.35 245,000.00 (8,469.65) - 07/27/2018 Wells Fargo FHLMC - Step 1.500% 1.945% 09/07/2016 09/27/2019 260,000.00 259,025.00 260,000.00 (975.00) - 06/27/2018 Wells Fargo FHLMC - Step 2.000% 2.192% 06/29/2017 06/29/2022 275,000.00 269,062.75 275,000.00 (5,937.25) - 06/29/2018 Wells Fargo FHLMC - Step 2.000% 2.256% 10/27/2016 10/27/2023 1,025,000.00 1,006,324.50 1,025,000.00 (18,675.50) 07/27/2018 Broker Total 25.6% 3,030,000.00 3,033,299.76 3,030,000.00 (43,921.10) - Cetera Investment Services Money Market 0.150% 0.150% N/A N/A 32,117.80 179.72 - - - N/A Cetera Investment Services U.S. Treasury Bill 1.111 % 1.111 % 11/07/2017 05/24/2018 - - - - - N/A Cetera Investment Services U.S. Treasury Bill 1.140% 1.140% 11/07/2017 06/21/2018 3,021,400.00 3,018,529.67 3,000,194.12 18,335.55 (21,205.88) N/A Cetera Investm ent Services U.S. Treasury Bill 1.101% 1.101% 11/07/2017 08/02/2018 3,016,000.00 3,054,256.48 2,999,985.04 54,271.44 (16,014.96) N/A Cetera Investm ent Services Municipal Bonds 2.995% 2.073% 03/07/2016 07/01/2020 250,000.00 251,217.50 260,835.21 (9,617.71) 10,835.21 N/A Cetera Investm ent Services Municipal Bonds 2.750% 1.881% 03/07/2016 08/01/2020 250,000.00 251,667.50 259,820.00 (8,152.50) 9,820.00 N/A Cetera Investment Services Municipal Bonds 2.163% 1.779% 03/08/2016 07/01/2019 500,000.00 498,390.00 506,145.00 (7,755.00) 6,145.00 N/A Cetera Investment Services Municipal Bonds 1.886% 1.886% 04/29/2016 04/15/2019 250,000.00 243,132.50 236,327.50 6,805.00 (13,672.50) N/A Cetera Investm ent Services Municipal Bonds 2.875% 2.121% 04/29/2016 09/01/2021 250,000.00 250,312.50 259,467.50 (9,155.00) 9,467.50 N/A Cetera Investm ent Services Municipal Bonds 3.751% 2.399% 04/29/2016 11/01/2021 250,000.00 251,700.00 267,330.00 (15,630.00) 17,330.00 N/A Cetera Investment Services Municipal Bonds 3.139% 2.190% 12/11/2017 09/01/2021 300,000.00 298,941.00 310,116.00 (11,175.00) 10,116.00 N/A Cetera Investment Services Municipal Bonds 2.655% 2.208% 12/11/2017 03/01/2022 300,000.00 296,664.00 305,314.92 (8,650.92) 5,314.92 N/A Cetera Investment Services Municipal Bonds 2.300% 1.715% 12/11/2017 10/01/2020 100,000.00 99,284.00 101,595.00 (2,311.00) 1,595.00 N/A Cetera Investment Services Municipal Bonds 3.240% 3.240% 11/17/2017 02/15/2023 65,000.00 54,768.35 54,917.20 (148.85) (10,082.80) N/A Cetera Investment Services Municipal Bonds 5.000% 1.610% 10/11/2016 01/01/2020 250,000.00 262,005.00 276,500.00 (14,495.00) 26,500.00 N/A Broker Total 74.4% 8,802,400.00 8,831,048.22 8,838,547.49 15,838,330.70 15,838,330.70 TOTAL INVESTMENTS 100.0% $ 11,832R00.00 $ 11,864,347.98 $ 11,868,547.49 $ 15,794R09.60 $15,838,330.70 PORTFOLIO BY PRODUCT TYPE MATURITY, SCHEDULE 5/312018 % of 4/302018 % of Monthly Maturity Current Value ProductType Total Value Total Total Value Total Change Less than 1 year $7,097,199.58 59.8% EM Money Market $47,400.58 0.4% $78,467.20 0.4% ($31,066.62) 1 - 2 years 1,263,560.05 10.7% CD's 1,451,666.65 12.2% 1,454,582.15 7.7% (2,915.50) 2 - 3 years 602,169.00 5.1% Government Bonds 7,607,198.40 64.1% 14,594,252.37 77.3% (6,987,053.97) 3 - 4 years 1,334,733.40 11.2% Municipal Bonds 2,758,082.35 23.2% 2,748,660.85 14.6% 9,421.50 4 - 5 years 560,361.45 4.7% TOTAL $11,864,347.98 100.0% $18,875,962.57 100.0% ($7,011,614.521 5+years 1,006,324.50 8.5% TOTAL $11,864,347.98 100.0% Municipal Bonds $8,000,000.00 23.2% $7,097,200 $7,000,000.00 $6,000,000.00 Money Market $S,000,000.00 $3,000,000.00 Government Bonds ZW1%2 CDs $2,000,000.0064.1% $1,263,560 $1,334,733 Fir., .2% $1,000,0$0.00 $0.00 $602, I69 $56i�1 $1,006,325 Less than 1year 1 2years 2-3 years 3-4years 4 - S years S+years ELECTRIC DIVISION Operating Revenue May 2018 CLASS AMOUNT KWH /KWH Street Lights $0.38 7 $0.05429 Electric Residential Service $412,138.71 4,274,950 $0.09641 All Electric Residential Service $12,799.95 127,658 $0.10027 Electric Small General Service $152,231.42 1,625,565 $0.09365 Electric Large General Service $623,718.89 6,843,530 $0.09114 Electric Large Industrial Service $874,234.00 11,744,000 $0.07444 Total $2,075,123.35 24,615,710 $0.08430 Power Adjustment $0.00000 Rate Without Power Adjustment $0.08430 Electric Division Year -to -Date 02018$A--t 02017$A-nt ®2018 KWH110 02017KWH110 13,000,000 12,000,000 11,000,000 10,000,000 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 IL Street Lights Residential All Elec. Small Gen. Large Gen. Large For Resale Total Resid. Srv. Srv. Industrial NOTE: Sales for resale includes capacity sales, market sales and Transalta sales. NATURAL GAS DIVISION Operating Revenue MAY 2018 CLASS AMOUNT MCF /$ MCF Residential $115,245.62 9,862 $11.68583 Commercial $100,438.86 10,118 $9.92675 Large Industrial $205,230.41 52,385 $3.91773 Total $420,914.89 72,365 $5.81655 Fuel Adjustment-$0.00076 Rate Without Fuel Adjustment $6.57655 Natural Gas Division Year -to -Date ® 2018 $ Amount 0 2017 $ Amount ® 2018 MCF 0 2017 MCF 10,000,000 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 Gas Residential Gas Commercial Large Industrial Total Work Order Description 11801 Unit 8 Building Spancrete Joint Replacement 11802 Unit I Control Building Air Conditioning 11803 Plant I Cooling Tower Piping Replacement 11805 Replace Stage 3-5 HPC Blades 11807 Plant I Pipe Replacement Engineering Total Total Percentage Materials Labor Budgeted Actual Difference Completed $ 14,3*9'702.00 $ - $ 14,369'702o0 $ 5'*29,785z8 $ (8,739'91*.72) 40% 10,000o0 $ 10,000o0 ' $ (z«.»»«.»«) zs'oOw.00 $ 15,000.00 ' $ (zs.000.00) 350,000.00 $ 350,000.00 - $ (350,000u0) 8,000u0 a'000.00 $ 10,000.00 10.379.e7 $ 379a7 zoom 150,000.00 $ 150,000.00 - $ (150,000.00) 30,000.00 - $ 30,000.00 ' $ (30,000u0) 7u0000 �z�� $7,VVo/00 $ 570'000u0 $ z'000uo $ 572,000.00 $ 10,379.67 $ (561'620a3) Work Order Description 21801 Pole Repair .Replacement — 2402: <.a»w we.c—— < 803 Station Equipment <aR Duct for eanw». 1805 <. w w New 2., 21806 aeder 16 w,:< y a a » a 21807 MITGI New 2,» 21808 New Developments 2 w!<wa Apartments E■ CenturyAvenue.Work aFeeder » 2=«New Developments Transformers 21813 Transformer Replacements 21814 Century Court Apartments 21815 Meters <a:<�—:4,?©wz. Electric Distribution Total Total Materials Labor i:ya» Actual Difference :5000 . :<,,,,, < (15,000.00 10,000.00 10,000.00 < (10,000.00 a,,, :0000009454 :w<J 15,000.00 65,000.00 80,000.00 4,394.46 : (75,605.54) 85,000.00 50,000.00 135,000.00 2984:5 . (103,015.35) a H, 70,000.00 100,000.00 < (100,000.00) 80,000.00 35,000.00 115,000.00 25,910.73 890R w 50,000.00 50,000.00 19,640.39 : (30,359.61) a ,,, :<,,, 35,000.00 < (35,000.00) :,H,w :„ww a H, < (20,000.00 50,000.00 50,000.00 85.86 < (49,914.14) 70,000.00 5,000.00<,H H < «<,,, 40,000.00 14,000.00 54,000.00 « w,w 10,000.00 3,000.00 13,000.00 < (13,000.00) 30,000.00 30,000.00 < (30,000.00 � 7% 5% m# 50 2# Administrative Total Work Order Description Budgeted 51801 Replace 2008 Super Duty Bucket Truck 140,000.00 51802 Replace 2007 Metering Van 25,750.00 51803 Replace 2006 Production Dodge Dakota 25,000.00 51804 Replace 2006 Ford F150 25,750.00 51805 Replace Vehicle #433 37,080.00 $ 253,580.00 Total Actual Difference 140,000.00 25,750.00 25,000.00 25,750.00 37,080.00 $ - $ (253,580.00) Percentage Completed Work Order Description 61801 Transmission Lateral to HCP - ROW Easements 61803 Lafayette Interconnect Metering Upgrade 61804 Locator 61805 Misc Developments and Improvements 61806 Regulator Station Improvements 61807 Service Lines 61808 Meters, AMI, and all Fittings 61809 Industrial Metering and Regulation Natural Gas Total Total Percentage Materials Labor AMdgeted Actual Difference ��! $ 500,000.00 g 4,200.00 g 504,200,00 g - $ (504,200.00) z'nnn'nunoo «'aon.no z'nn«'znn.no - $(z'om4,zonon) sn'nonoo za'unoon zoa'onnon $ (zna'onuun) 6,000.00 ' g a'onnon 7.674.16 $ 1'674.16 znom zzs'onn.nn za'unoon g zss'unn.nn 15'440.62 $ <zsr'sss.sa> zsm zs'onnoo 4,900.00 g zs'son.no $ (ze'eonon) ss'oon.00 az'sno.nn g aa'son.no zz'«as.za $ (65'034J4) zsm sn'oon.00 4,900.00 g 94,e00.00 21'569.45 $ (ra'asoss) aom mn ___�lg40.m0 ___2,00040 $__o7,g00um 67'151.28 $ (zs'a^mJz) aom OS HUTCHINSON UTILITIES COMMISSION 9T, Board Action Form iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliilliillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliilllI Agenda Item: Review Policies Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 5 Review Policies Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: As part of HUC's standard operating procedures, a continual policy review is practiced. This month, the following policies were reviewed and no changes are recommended on these policies at this time: i. Establishing a New Electric/Natural Gas Account ii. Complaint/Grievance Procedure iii. Employee Conduct iv. Discipline V. Conflict of Interest vi. Intellectual Property (Exempt Only) vii. Other Employment BOARD ACTION REQUESTED: None Fiscal Impact: Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: RemainingCost: Establishing a New Electric/Natural Gas Account New services and meters are read or installed only during normal business hours. A new service installation requires a 24-hour notice. EXEMPT COMPLAINT/GRIEVANCE PROCEDURE It is the Commission's policy to provide an equitable process which employees may use to advance complaints and grievances. An employee may grieve any alleged violation of a written or verbal policy or procedure, disciplinary action other than an oral reprimand, or unsafe practice. Prior to initiating a grievance, an employee must discuss the complaint with the immediate Supervisor. If the complaint cannot be resolved informally through such discussion with the Director, Manager or Supervisor, the employee may choose to file a written grievance. The grievance must be filed with the Human Resources Director within ten (10) working days after the incident -giving rise to the grievance. The Human Resources Director shall attempt to resolve the grievance and shall provide the employee a written response no later than five (5) working days following receipt of the grievance. If the employee is dissatisfied with the Human Resource Director's response, the employee may file the grievance with the General Manager within five (5) days of the Human Resource Director's response. The General Manager shall attempt to resolve the complaint or grievance and shall provide the employee a written response not later than five (5) days following the receipt of the complaint. If dissatisfied with the General Manager's response, the employee may request a hearing on the grievance before the Hutchinson Utilities Commission. The Hutchinson Utilities Commission may choose to appoint an independent hearing officer to hear the grievance. An employee presenting a complaint or grievance shall not be subject to retaliation or reprisal. NON-EXEMPT COMPLAINT/GRIEVANCE PROCEDURE See Union Contract. EXEMPT EMPLOYEE CONDUCT All HUC employees are expected to conduct themselves in a manner that creates a work environment enabling employees to work effectively and to promote positive customer relations. HUC employees are required to adhere to the following standards of conduct while on the job. • To behave in a courteous, business -like manner and to comply with HUC policies and work rules. • Refrain from any and all action, which may be detrimental to the safety or work of other employees or to the goals of HUC. • To communicate openly and honestly with management, other employees, and the public. • To share responsibility for personal development and growth. • To continually strive for excellence in work product and habits. NON-EXEMPT EMPLOYEE CONDUCT All HUC employees are expected to conduct themselves in a manner that creates a work environment enabling employees to work effectively and to promote positive customer relations. HUC employees are required to adhere to the following standards of conduct while on the job. • To behave in a courteous, business -like manner and to comply with HUC policies and work rules. • Refrain from any and all action, which may be detrimental to the safety or work of other employees or to the goals of HUC. • To communicate openly and honestly with management, other employees, and the public. • To share responsibility for personal development and growth. • To continually strive for excellence in work product and habits. EXEMPT DISCIPLINE In general, HUC employees shall be subject to disciplinary action for failing to fulfill their duties and responsibilities, including observance of work rules approved by the Commission. It is the policy of the Commission to administer discipline fairly, without discrimination, and for just cause. The employee may use the grievance procedure with respect to any disciplinary action believed to be unjust or disproportionate to the alleged offense. The General Manager, Director or Manager shall investigate any allegation on which disciplinary action might be based before disciplinary action is taken. The Commission supports the concept of progressive discipline but expressly reserves the right to impose various levels of discipline depending on the nature of the offense. Staff Personnel may impose oral and written reprimands. Only the General Manager may impose a suspension without pay, letter in lieu of suspension, demotion, or discharge. Notices of oral reprimand, written reprimand, suspension without pay, demotion, or discharge will be documented in written form and will state the reason(s) for the action taken. The employee shall be provided with a copy of each such notice and a copy shall be retained in the employee's personnel file. The following are examples of disciplinary action but do not constitute an exclusive list of possibilities and may be taken in any order or not used at all. These examples and their descriptions are not intended to create a contract or obligation on management's part. A Oral reprimand. An oral notice advising an employee of inappropriate conduct and expected corrective action. B Written reprimand. A written notice advising an employee of inappropriate conduct. A written reprimand should describe in detail the behavior to be corrected, describe past actions taken by the supervisor to correct the problem, give direction and orders for the future including timetables and goals for improvement when appropriate, and specify consequences of repeating the inappropriate behavior. The employee will be given a copy of the reprimand and sign the original acknowledging receipt of the reprimand. The signature of the employee does not signify agreement with the reprimand. The reprimand will be placed in the employee's personnel file. C Prior to the suspension or as soon after as possible, the employee will be notified in writing of the reason for the suspension and its length. There are two forms of suspension: suspension as discipline and suspension pending investigation. An employee receiving a suspension as discipline may not be paid, may not accrue vacation, holiday or sick leave benefits during the suspension, and may not use paid time while suspended. An employee suspended pending investigation of allegations will have a copy of each written statement placed in the personnel file and will be paid during the investigation. If the allegations prove false, the statement will be removed. An employee placed on investigatory suspension should be notified as quickly as reasonably possible of the action taken regarding employment. D Demotion. Placement of an employee in a lower level position. E Discharge. The General Manager may discharge any employee, but if the employee has completed the probationary period, a dismissal will be made only for just cause. A dismissed employee will be notified by the previous posting of a summary of Minnesota Statute Sections 181.931 to 181.935 or by furnishing the terminated employee a copy of those statutes at termination that the employee has a right to make a written request for HUC reason for termination. If requested, HUC will provide reasons, in writing, within five working days. This notice will also contain a statement indicating that the employee may respond to the charges both orally and in writing and may appear personally before the official having authority to make or recommend the final decision. An adequate reason or "just cause" for a disciplinary action will include, but not be limited to, evidence of any of the following: A Incompetence or inefficiency in the performance of duties. B Negligence or carelessness in the performance of duty, such as in the handling or control of municipal property, equipment, or funds and failure to observe safety rules and regulations. C Offensive or inappropriate conduct or language toward Utilities employees or other persons. D Failure to obey any lawful and reasonable direction given by an employee's supervisor or the appointing authority. E Acceptance of a fee, gift, or other valuable item or benefit in the course of, or as a result of, the employee's work. This limitation is not intended to prohibit the acceptance of articles of negligible value, which are distributed generally, or to prohibit employees from accepting social courtesies, which promote good public relations. This prohibition is intended to prevent or discourage relationships, which may be construed as evidence of favoritism, coercion, unfair advantage, or collusion. Employees may accept food and refreshments in such instances as a luncheon, dinner meeting, or inspection tour in conjunction with HUC business. F Conviction of a crime, which affects or relates to the performance of assigned duties. G Using, threatening or attempting to use, political influence or unethical pressure to influence a decision on a promotion, transfer, leave of absence, increased compensation, other benefit, or any other matter in which the employee has an interest. Unethical pressure includes offers of gifts or other special benefits, coercion, collusion, threats of blackmail, requests for favoritism, and use of unfair advantage. H Absence from work without prior approval in accordance with this policy. I During assigned work schedules, (1) consuming or being under the influence of alcoholic beverages, (2) having the odor of an alcoholic beverage on the breath, or (3) consuming or being under the influence of a controlled substance, other than one prescribed by a physician, which does not impair the ability to perform assigned duties. J Tardiness or abuse of sick leave privileges. K Theft of public property, pilferage, or other unauthorized use or taking of property. L Sexual harassment. M Discrimination against or harassment of any HUC employee at any time, or any other person during work hours, based on race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, veterans status, disability, or age. N Performance of personal or other non-HUC work related matters during work hours. O Violation of the HUC's equal employment plan. P Engaging in a conflict of interest or performing public duties in a situation where the employee has a conflict of interest. Q Violations of the provisions of this Handbook and/or policies. R Horseplay, loafing or sleeping on the job. S Proven dishonesty in the performance of duties. T Acts or threats of physical violence directed toward HUC employees. U Unauthorized use or release of confidential, sensitive or privileged information. V As a supervisor, knowingly permitting another employee to violate this policy or other work rules. W Acting or failing to act in a manner not otherwise specified that tends to lower discipline or morale among HUC employees, brings or tends to bring discredit to the HUC, its employees, or that adversely affects the prompt, courteous and efficient provisions of public services. Freedom of speech protected by the First Amendment shall not be a basis for discipline. X Unauthorized possession or use of firearms or hazardous materials on HUC time or property. Y Refusal, during working hours, to submit to a Breathalyzer or other drug test required by law. NON-EXEMPT DISCIPLINE In general, HUC employees shall be subject to disciplinary action for failing to fulfill their duties and responsibilities, including observance of work rules approved by the Commission. It is the policy of the Commission to administer discipline fairly, without discrimination, and for just cause. The employee may use the grievance procedure with respect to any disciplinary action believed to be unjust or disproportionate to the alleged offense. The General Manager, Director or Manager shall investigate any allegation on which disciplinary action might be based before disciplinary action is taken. The Commission supports the concept of progressive discipline but expressly reserves the right to impose various levels of discipline depending on the nature of the offense. Staff Personnel may impose oral and written reprimands, and may send an employee home for the remainder of a shift without pay. Only the General Manager may impose a suspension without pay, letter in lieu of suspension, demotion, or discharge. Notices of oral reprimand, written reprimand, suspension without pay, demotion, or discharge will be documented in written form and will state the reason(s) for the action taken. The employee shall be provided with a copy of each such notice and a copy shall be retained in the employee's personnel file. The following are examples of disciplinary action but do not constitute an exclusive list of possibilities and may be taken in any order or not used at all. These examples and their descriptions are not intended to create a contract or obligation on management's part. A Oral reprimand. An oral notice advising an employee of inappropriate conduct and expected corrective action. B Written reprimand. A written notice advising an employee of inappropriate conduct. A written reprimand should describe in detail the behavior to be corrected, describe past actions taken by the supervisor to correct the problem, give direction and orders for the future including timetables and goals for improvement when appropriate, and specify consequences of repeating the inappropriate behavior. The employee will be given a copy of the reprimand and sign the original acknowledging receipt of the reprimand. The signature of the employee does not signify agreement with the reprimand. The reprimand will be placed in the employee's personnel file. C Prior to the suspension or as soon after as possible, the employee will be notified in writing of the reason for the suspension and its length. There are two forms of suspension: suspension as discipline and suspension pending investigation. An employee receiving a suspension as discipline may not be paid, may not accrue vacation, holiday or sick leave benefits during the suspension, and may not use paid time while suspended. An employee suspended pending investigation of allegations will have a copy of each written statement placed in the personnel file and will be paid during the investigation. If the allegations prove false, the statement will be removed. An employee placed on investigatory suspension should be notified as quickly as reasonably possible of the action taken regarding employment. D Demotion. Placement of an employee in a lower level position. E Discharge. The General Manager may discharge any employee, but if the employee has completed the probationary period, a dismissal will be made only for just cause. A dismissed employee will be notified by the previous posting of a summary of Minnesota Statute Sections 181.931 to 181.935 or by furnishing the terminated employee a copy of those statutes at termination that the employee has a right to make a written request for HUC reason for termination. If requested, HUC will provide reasons, in writing, within five working days. This notice will also contain a statement indicating that the employee may respond to the charges both orally and in writing and may appear personally before the official having authority to make or recommend the final decision. An adequate reason or "just cause" for a disciplinary action will include, but not be limited to, evidence of any of the following: A Incompetence or inefficiency in the performance of duties. B Negligence or carelessness in the performance of duty, such as in the handling or control of municipal property, equipment, or funds and failure to observe safety rules and regulations. C Offensive or inappropriate conduct or language toward Utilities employees or other persons. D Failure to obey any lawful and reasonable direction given by an employee's supervisor or the appointing authority. E Acceptance of a fee, gift, or other valuable item or benefit in the course of, or as a result of, the employee's work. This limitation is not intended to prohibit the acceptance of articles of negligible value, which are distributed generally, or to prohibit employees from accepting social courtesies, which promote good public relations. This prohibition is intended to prevent or discourage relationships, which may be construed as evidence of favoritism, coercion, unfair advantage, or collusion. Employees may accept food and refreshments in such instances as a luncheon, dinner meeting, or inspection tour in conjunction with HUC business. F Conviction of a crime, which affects or relates to the performance of assigned duties. G Using, threatening or attempting to use, political influence or unethical pressure to influence a decision on a promotion, transfer, leave of absence, increased compensation, other benefit, or any other matter in which the employee has an interest. Unethical pressure includes offers of gifts or other special benefits, coercion, collusion, threats of blackmail, requests for favoritism, and use of unfair advantage. H Absence from work without prior approval in accordance with this policy. I During assigned work schedules, (1) consuming or being under the influence of alcoholic beverages, (2) having the odor of an alcoholic beverage on the breath, or (3) consuming or being under the influence of a controlled substance, other than one prescribed by a physician, which does not impair the ability to perform assigned duties. J Tardiness or abuse of sick leave privileges. K Theft of public property, pilferage, or other unauthorized use or taking of property. L Sexual harassment. M Discrimination against or harassment of any HUC employee at any time, or any other person during work hours, based on race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, veterans status, disability, or age. N Performance of personal or other non-HUC work related matters during work hours. O Violation of the HUC's equal employment plan. P Engaging in a conflict of interest or performing public duties in a situation where the employee has a conflict of interest. Q Violations of the provisions of this Handbook and/or policies. R Horseplay, loafing or sleeping on the job. S Proven dishonesty in the performance of duties. T Acts or threats of physical violence directed toward HUC employees. U Unauthorized use or release of confidential, sensitive or privileged information. V As a supervisor, knowingly permitting another employee to violate this policy or other work rules. W Acting or failing to act in a manner not otherwise specified that tends to lower discipline or morale among HUC employees, brings or tends to bring discredit to the HUC, its employees, or that adversely affects the prompt, courteous and efficient provisions of public services. Freedom of speech protected by the First Amendment shall not be a basis for discipline. X Unauthorized possession or use of firearms or hazardous materials on HUC time or property. Y Refusal, during working hours, to submit to a Breathalyzer or other drug test required by law. EXEMPT CONFLICT OF INTEREST Employees must notify their Director or Manager of any direct or indirect financial interest they have in any contract with HUC, any interest they have in a contractor supplying HUC, or any such interest they may have with any entity competing with HUC, and all such notifications shall be forwarded to the General Manager. Employees who do not report to a Director or Manager shall directly notify the General Manager. Any employee with such a financial interest may not work on any HUC project or make any decision concerning an HUC project involving the employee's outside financial interest, unless the interest has been disclosed, and deemed acceptable by HUC management. NON-EXEMPT CONFLICT OF INTEREST Employees must notify their Director or Manager of any direct or indirect financial interest they have in any contract with HUC, any interest they have in a contractor supplying HUC, or any such interest they may have with any entity competing with HUC, and all such notifications shall be forwarded to the General Manager. Any employee with such a financial interest may not work on any HUC project or make any decision concerning an HUC project involving the employee's outside financial interest, unless the interest has been disclosed, and deemed acceptable by HUC management. EXEMPT INTELLECTUAL PROPERTY Assignment: All inventions that are: (a) developed using equipment, supplies, facilities or trade secrets of HUC; or (b) result from work performed by an employee of HUC; or (c) relate to the HUC's current or anticipated business and business models, will be the HUC's sole and exclusive property and are hereby assigned by the employee to HUC. If necessary, the employee will assist HUC in the prosecution and issuance of patents, copyrights and other proprietary rights necessary to protect inventions that are developed. Disclosure: While employed by HUC, the employee will promptly inform HUC of the full details of all inventions, discoveries, improvements and innovations, whether or not patentable, copyrightable or otherwise protectable, that the employee conceives, completes or reduces to practice (whether jointly or with others) and which: (a) relate to HUC's present or prospective business, or actual or anticipated business and business models; or (b) result from any work that the employee does using any equipment, facilities, materials, trade secrets or personnel of HUC; or (c) result from, or are suggested by, any work that the employee may do for HUC. The employee will inform HUC within 30 days of the adoption of this policy of all previous inventions, improvements or discoveries actually made or copyright registration or patent applications filed prior to the incorporation of this policy. Inventions, improvements or discoveries not made known to HUC within 30 days of the adoption of this policy shall be deemed to have been made while this policy was in effect. Confidentiality: From time to time, HUC may develop, and employees may have exposure to, formulas, programs, devices, techniques or processes that have been designated by HUC as confidential or proprietary information of HUC. The employee shall not directly or indirectly disclose, furnish, or make accessible to any person or other entity any confidential or proprietary information of HUC that the employee developed or obtained while the employee was employed by HUC. As required by Minnesota law, this policy does not apply to an invention for which no equipment, supplies, facility or trade secret information of HUC was used and which was developed entirely on the employee's own time and (1) does not relate (a) directly to the business of HUC or (b) to HUC's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for HUC. EXEMPT OTHER EMPLOYMENT An employee's position at HUC must take precedence over any other job an employee holds. Employees must inform their Director or Manager of any work they perform for profit outside of HUC's position to ensure there is no conflict of interest between the HUC job and the outside employment, and all such notifications shall be forwarded to the General Manager. Employees who do not report to a Director or Manager shall directly inform the General Manager. Also, employees are expected to be mentally alert and physically able to perform their Utility jobs. Employees may not work on their outside employment while on duty with HUC nor may any HUC property or equipment be used to conduct such business at any time. NON-EXEMPT OTHER EMPLOYMENT An employee's position at RUC must take precedence over any other job an employee holds. Employees must inform their Director or Manager of any work they perform for profit outside of HUC's position to ensure there is no conflict of interest between the RUC job and the outside employment. All such notifications shall be forwarded to the General Manager. Also, employees are expected to be mentally alert and physically able to perform their Utility jobs. Employees may not work on their outside employment while on duty with HUC nor may any HUC property or equipment be used to conduct such business at any time. HUTCHINSON UTILITIES COMMISSION 9T, Board Action Form iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliilliillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliillillillillillillillillillillilliillillillillillillilliillillillillillillilliilllI Agenda Item: Approve Policy Changes Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 5 App Changes to Policies Attachments: Yes BACKGROUND/EXPLANATION OFAGENDA ITEM: As part of HUC's standard operating procedures, a continual policy review is practiced. The following revisions to the policies below are recommended. i. Delegation of Authority Policy ii. Hutchinson Utilities Commission BOARD ACTION REQUESTED: Approve Policy Changes Fiscal Impact: Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: RemainingCost: Adopted July 31, 2013 Amended June29, 2016 27, 2018 Delegation of Authority From time to time the General Manager will be absent. In the ab,ence of the General Manager and -Wwhen the situation warrants, every effort to contact the General Manager will be made. If GGRtaGtiRgthe Geperal MaRage .i:f'ort are unsuccessful and the situation still exists, the General Manager's full authority will be delegated to the Natural Gas Division Director. If GGRtaGtiRgthe Lu rai� Gas Director is aIl ii,A or ca iniinoL II rrii u � � rl „rr„rr„rrf„� and the situation still exists, the General Manager's full authority is delegated 6HecbvO1 to the Department Managers; Transmission and Distribution, Engineering Services, Production, Financial/Customer Service. QRee qeq 'u A uthority has been delegated, the General Manager will be informed as soo�'l as 0soossH3le afnd Il rbca1, of any actions taken or decisions made by the respective director or managers. HUTCHINSON UTILITIES COMMISSION (Hereafter referred to as HUC) A five -member Commission governs HUC. The Commission members are appointed by the Mayor and the City Council to each serve a five-year term. The Commission meets at 3.00 p.m. the last Wednesday of each month. The following policies are reviewed and approved by the Commission, and it reserves the right to make changes, and/or to adopt new and amended policies, as it deems necessary from time to time. The Commission also reserves the right to vary from its policies in special circumstances. HUC is a municipal utility that is owned by its citizens, through the City Council and its political subdivision, the Hutchinson Utilities Commission. Public/Customer Hours Monday through Friday 7.30 a.m. to 4.00 p.m. Address & Phone 225 Michigan Street SE Hutchinson, MN 55350-1905 (320) 587-4746 Emergency Service (320) 587-4745 Gas Il: rnergency 1 . ,. ,...593 ... ` Customer Servlc (y) 234....yyy Web Address www.hutchinsonutilities.com HUTCHINSON UTILITIES COMMISSION�� Board Action Form �'Ylkll'M1'k� Agenda Item: Declaration of surplus Equipment Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 2 New Business Attachments: Yes BACKGROUND/EXPLANATION OF AGENDA ITEM: As part of HUC's Fleet Management program staff is recommending the sale of the surplus fleet below. Equipment: 2006 Dodge Dakota 2006 Ford F150 2008 Ford F550 Bucket Truck 2007 GMC Savannah 3500 Cargo Van 2002 Chevy Silverado BOARD ACTION REQUESTED: Approve Sale of Surplus Equipment Fiscal Impact: Approximately $48,000 Included in current budget: Yes Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: Surplus Vehicles Year Make Est. Sales Value 2006 Dodge Dakota $ 5,000 2006 Ford F150 $ 5,000 2008 Ford F550 Bucket Truck $ 30,000 2007 GMC Savannah 3500 Cargo Van $ 6,000 2002 Chevy Silverado 1500 $ 2,000 Total $ 48,000 HUTCHINSON UTILITIES COMMISSION�� Board Action Form �'Ylkll'M1'k� Agenda Item: Approval of "Buyer's Authorizing Resolution" Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OF AGENDA ITEM: Board Resolution This is an action that 1. authorizes Hutchinson Utilities Commission to approve the execution and delivery of the Gas Supply Contract pursuant to which Hutchinson Utilities Commission will agree to purchase specified quantities of natural gas from PEAK, and, 2. authorizes the Hutchinson Utilities Commission General Manager to execute any any such other closing documents or certificates which may be required or contemplated in connection with the execution and delivery of the Contract or carrying out the intent and purpose of this resolution. BOARD ACTION REQUESTED: Approval of Buyer's Authorizing Resolution Fiscal Impact: Reduction in base load costs Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: MCCARTER DRAFT MAY 15, 2018 SHORT TERM GAS SUPPLY CONTRACT 1D7_i1:4§7_ �i7d BETWEEN PUBLIC ENERGY AUTHORITY OF KENTUCKY, as Seller :►t HUTCHINSON UTILITIES COMMISSION, as Buyer TABLE OF CONTENTS ARTICLE I DEFINITIONS...........................................................................................................1 Section 1.01 Defined Terms...................................................................................................1 Section 1.02 Interpretation.....................................................................................................6 Section 1.03 Technical Meanings...........................................................................................7 ARTICLE II TERM AND DELIVERY PERIOD.............................................................................7 Section2.01 Term..................................................................................................................7 Section 2.02 Termination Prior to Commencement of Delivery Period...................................7 ARTICLE III SALE AND PURCHASE; DELIVERY POINT PREMIUM.........................................7 Section 3.01 Sale and Purchase............................................................................................ 7 Section 3.02 Contract Price....................................................................................................7 ARTICLE IV FAILURE TO DELIVER OR TAKE GAS.................................................................8 Section 4.01 Seller's Unexcused Failure to Deliver................................................................8 Section 4.02 Buyer's Unexcused Failure to Take...................................................................8 Section 4.03 Failure to Deliver or Take Due to Force Majeure...............................................9 Section4.04 Load Loss..........................................................................................................9 Section 4.05 Make-up Delivery in Lieu of Payment................................................................9 Section 4.06 Sole Remedies..................................................................................................9 ARTICLE V DELIVERY POINTS; TRANSPORTATION; NOMINATIONS AND IMBALANCES ...9 Section 5.01 Delivery Points..................................................................................................9 Section 5.02 Responsibility for Transportation, Nominations and Imbalances ......................10 Section 5.03 Agreements Regarding Operations and Delivery .............................................11 Section 5.04 Title and Risk of Loss......................................................................................11 ARTICLE VI QUALITY AND MEASUREMENT.........................................................................12 Section 6.01 Quality and Measurement................................................................................12 ARTICLE VII BILLING, PAYMENT AND AUDIT........................................................................12 Section 7.01 Monthly Statements.........................................................................................12 Section7.02 Payment..........................................................................................................13 Section7.03 Netting.............................................................................................................13 Section 7.04 Payment Default and Suspension....................................................................13 Section 7.05 Termination for Payment Default.....................................................................13 ARTICLE VIII TERMINATION...................................................................................................13 Section 8.01 Automatic Termination Event...........................................................................13 ZM&TIOTITZIRM Section 8.02 Buyer Termination Events ............................................................................... 14 Section 8.03 Right to Termination; Remedies ...................................................................... 14 Section 8.04 Other Remedies .............................................................................................. 15 Section 8.05 Limitation on Damages .................................................................................... 15 ARTICLE IX REMARKETING ................................................................................................... 16 Section 9.01 Remarketing Notices ....................................................................................... 16 Section 9.02 Remarketing Terms ......................................................................................... 16 ARTICLE X EXCHANGES ........................................................................................................ 16 Section 10.01 General Principle ........................................................................................... 16 ARTICLE X1 REPRESENTATIONS, WARRANTIES AND COVENANTS ..................................17 Section 11.01 Tax -Exempt Status of the Bonds ................................................................... 17 Section 11.02 Qualifying Use ............................................................................................... 17 Section 11.03 Representations and Warranties ................................................................... 17 Section 11.04 Additional Representations, Warranties and Covenants of Buyer ..................18 Section 11.05 Negative Covenant ........................................................................................ 19 ARTICLE X11 TAXES ................................................................................................................. 19 Section12.01 Taxes ............................................................................................................ 19 ARTICLE XIII FORCE MAJEURE ............................................................................................. 19 Section13.01 Force Majeure ............................................................................................... 19 ARTICLE XIV GOVERNING RULES AND REGULATIONS ......................................................21 Section 14.01 Compliance with Laws ................................................................................... 21 Section14.02 Contests ........................................................................................................ 21 Section 14.03 Defense of Contract ....................................................................................... 21 Section 14.04 Continuing Disclosure .................................................................................... 21 ARTICLE XV MISCELLANEOUS .............................................................................................. 22 Section15.01 Assignment .................................................................................................... 22 Section15.02 Notices .......................................................................................................... 22 Section 15.03 Indemnification Procedure ............................................................................. 22 Section15.04 Entirety .......................................................................................................... 22 Section 15.05 Governing Law .............................................................................................. 23 Section15.06 Non -Waiver ................................................................................................... 23 71�. 4 4 . �4* I Section 15.07 Severability .................................................................................................... 23 Section15.08 Exhibits .......................................................................................................... 23 Section 15.09 Winding Up Arrangements ............................................................................. 23 Section 15.10 Relationship of the Parties ............................................................................. 23 Section15.11 Immunity ........................................................................................................ 23 Section15.12 Counterparts .................................................................................................. 23 Section 15.13 Third -Party Beneficiaries ............................................................................... 23 Section 15.14 Rights of Trustee ........................................................................................... 24 Section 15.15 Non -Publication of Index Price ...................................................................... 24 ARTICLE XVI CLOSING DOCUMENTATION ........................................................................... 24 Section 16.01 Closing Documentation ................................................................................. 24 EXHIBIT A DAILY CONTRACT QUANTITY EXHIBIT B DELIVERY POINTS AND INDICES EXHIBIT C NOTICE CONTACTS AND PAYMENT INSTRUCTION EXHIBIT D BUYER CERTIFICATE EXHIBIT E FORM OF REMARKETING NOTICE EXHIBIT F OPINION OF COUNSEL TO BUYER EXHIBIT G BUYER'S AUTHORIZING RESOLUTION qT-050JUM, SHORT-TERM GAS SUPPLY CONTRACT This Short -Term Gas Supply Contract (this "Contract') is made and entered into as of [ ], 2018 (the "Effective Date'), by and between Public Energy Authority of Kentucky, a Natural Gas Acquisition Authority formed under the Natural Gas Acquisition Authority Act of the Commonwealth of Kentucky ("Seller'), and Hutchinson Utilities Commission, a Minnesota Municipal Utility ("Buyer'). Seller and Buyer are sometimes hereinafter referred collectively as the "Parties" and individually as a "Party" W I T N E S S E T H WHEREAS Seller was created between and among public agencies to acquire Gas at reasonable prices that would enhance reliability, efficiency, and supply security through the joint purchases and the arrangement of joint services on behalf of its members and other public agencies; and WHEREAS, Seller has planned and developed a project to obtain a supply of natural gas from BP Energy Company, a Delaware corporation ("BPEC'J, pursuant to a Prepaid Natural Gas Purchase and Sale Agreement dated as of 2018 (the "Prepaid Agreement'); and WHEREAS, the Seller will finance this project by issuing certain bonds pursuant to the Indenture; and WHEREAS, Seller desires to sell this supply of Gas to one or more public agencies, including Buyer (Buyer, together with all such other public agencies, collectively, the "Gas Purchasers'); and WHEREAS, Buyer desires to purchase from Seller a portion of the Gas available to Seller under the Prepaid Agreement, and Seller desires to sell such Gas to Buyer, upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, Buyer and Seller agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. The following terms and abbreviations, when used in this Contract, have the respective meanings set forth below, unless otherwise provided in this Contract. "Administrative Charge" means $0.05 per MMBtu. "Billing Statement" has the meaning specified in Section 7.01. "Bond Counsef' means any attorney(s) or firm(s) of attorneys of recognized national standing in the field of law relating to municipal bonds and the exclusion of interest on municipal T .•�+ bonds from gross income for federal income tax purposes, reasonably acceptable to both Seller and BPEC. "Bond(s)" means bonds of one or more Series (including any refunding bonds) issued under the Indenture. "BPEC" has the meaning specified in the recitals. "Btu" means International Btu, which is also called the Btu (IT). "Business Day' means (i) with respect to payments and general notices required to be given under this Contract, any day other than (a) a Saturday or Sunday, (b) a Federal Reserve Bank holiday, (c) any day on which commercial banks located in either New York, New York or the Commonwealth of Kentucky are required or authorized by Law or other governmental action to close, or (d) any other day excluded as a business day pursuant to the Indenture, and (ii) solely with respect to Gas deliveries and notices with respect thereto, any day. "Buyer" has the meaning specified in the preamble. "Buyer Statement" has the meaning specified in Section 7.01. "Buyer Termination Event" has the meaning specified in Section 8.02 . "Central Prevailing Time" or "CPT' means Central Daylight Savings Time when such time is applicable and otherwise means Central Standard Time. "Claims" means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided for in this Contract, and the resulting losses, damages, expenses and disbursements (including reasonable attorneys' and experts' fees and disbursements and court costs (and which, for the avoidance of doubt, shall exclude the allocated costs of in-house counsel)), whether incurred by settlement or otherwise, without regard to whether such claims or actions are threatened or filed prior to or after the termination of this Contract. "Code" means the Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations thereunder, or any successor or successors thereto. "Contract" has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto and all amendments, supplements and modifications hereto and thereto. "Contract Price" has the meaning specified in Section 3.02 . "Cover Standard' shall mean, if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract by a Party, then the performing Party shall use commercially reasonable efforts to (i) if the Buyer is the performing Party, purchase Gas quantities or (ii) if the Seller is the performing Party, sell Gas quantities, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with (a) the amount of notice provided by the nonperforming Party; (b) the immediacy of Buyer's Gas delivery needs or Seller's Gas sales requirements, as applicable; (c) the quantities involved; and (d) the anticipated length of failure by the nonperforming Party. 2 E 1 26908019v.4 "Daily Contract Quantity' means, with respect to each Gas Day during the Delivery Period, the daily quantity of Gas (in MMBtu) shown on Exhibit A, as may be revised from time to time pursuant to the terms of this Contract, to be delivered pursuant to this Contract for each Gas Day of each Month. "Default Rate" means, as of any date of determination, the lesser of (a) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the "Money Rates" section as the "Prime Rate" for such date of determination or (b) if a maximum rate is imposed by applicable Law, such maximum lawful rate. "Delivery Period" shall mean [MM] 1, 2018, through the earlier of [MM] [DD], 20[YY], or an Early Termination Date. "Delivery Point' or "Delivery Points" means the point or points set forth in Exhibit B. "Delivery Suspension" shall have the meaning in Section 7.04 . "Discount" shall be [$0.05] per MMBtu. "Early Termination Date" means a date occurring automatically pursuant to Section 8.01 or a date designated pursuant to Section 8.03 , upon which in each case the Delivery Period will end and Buyer's and Seller's respective obligations to receive and deliver Gas under this Contract will terminate. "Effective Date" has the meaning specified in the preamble. "Favorable Opinion of Bond Counsel" means an opinion of Bond Counsel acceptable to Seller and BPEC to the effect that an action proposed to be taken (i) is permitted by the Indenture, and (ii) will not adversely affect the exclusion from gross income for federal income tax purposes on any of the Bonds.. "FERC' means the Federal Energy Regulatory Commission and any successor thereto. "Firm" shall mean that either Party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the Party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 5.02 LcL related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter. "Force Majeure" has the meaning specified in Article XIII. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane. "Gas Day' means a period of twenty-four (24) consecutive hours beginning at 9:00 a.m. CPT on a calendar day and ending at 9:00 a.m, CPT on the next succeeding calendar day. If, through standardization of business practices in the industry or for any other reason, a Transporter or FERC changes the definition of Gas Day, such change shall apply to the definition of Gas Day in this Contract with respect to such Transporter or generally, as the case may be. 3 ME1 26908019v.4 "Gas Project' means, collectively, the acquisition by Seller of Gas supplies from BPEC, the financing by Seller of the cost of acquisition of such Gas supplies, and the execution and performance by Seller of related contracts that provide Gas to the Gas Purchasers. "Gas Purchasers" or "Gas Purchaser" has the meaning specified in the recitals. "Government Agency' means the United States of America, any state thereof, or any local jurisdiction, or any political subdivision of any of the foregoing including, but not limited to courts, administrative bodies, departments, commissions, boards, bureaus, agencies, municipalities or other instrumentalities. "Governmental Person" means a state or local governmental unit or any instrumentality thereof. It does not include the United States or any agency or instrumentality thereof. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements. "Indenture" means the Trust Indenture, dated as of [ ] 1, 2018, between the Seller and the Trustee, as the same may be amended or supplemented in accordance with its terms. "Index Price" means, with respect to any Gas Day, the price published and in effect for the Month in which such Gas Day occurs as specified in Exhibit B. "Laud' means any statute, law, rule, regulation, order, or any judicial or administrative interpretation thereof having the effect of the foregoing imposed by a Government Agency whether in effect as of the Effective Date or at any time in the future. "MMBtd' means one million Btus. "Month" means the period beginning at the beginning of the first Gas Day of a calendar month and ending at the beginning of the first Gas Day of the next calendar month. "Municipal Utility' means any Person that (i) is a gas district, gas board, utility board, municipality or other entity to which Buyer is authorized to sell Gas under applicable law, (ii) is a "governmental person" as defined in U.S. Treas. Reg. §1.141-1(b) (or any successor regulation or provision of the Code), (iii) owns either or both a Gas distribution utility or an electric distribution utility (or provides Gas or electricity generated using the Gas at wholesale to "governmental persons" that own such utilities), and (iv) agrees in writing to use the Gas it acquires from the Gas Project (or to cause such Gas to be used) in a Qualifying Use. Except in the case of manifest error, any Qualifying Use Certificate that is (x) provided by a Person as to the identity, form or status of such Person, its intended use for the Gas or other matters contained in any such certificate, and (y) relied upon by Seller, BPEC or both, shall be deemed to have met the requirements under clause (iv). In addition, for purposes of this Contract the term "Municipal Utility" shall also include a Governmental Person that sells Gas (or electricity generated from such Gas) to any Person meeting criteria (i) through (iv) above, and which possesses all power, authority, and applicable approvals necessary for it to enter into a Gas Supply Contract. To the extent required or permitted by any change in the Code after the Effective Date, the Parties from time to time may revise the definition of "Municipal Utility" to conform to the applicable provisions of the Code, provided that a Favorable Opinion of Bond Counsel is obtained. 4 ME1 26908019v.4 "New Ta)e' means (a) any Tax enacted and effective after the Effective Date of this Contract, including, without limitation, that portion of any Tax in effect on the Effective Date that constitutes an increase in such Tax over the rate thereof in effect as of the Effective Date, or (b) any law, rule, order or regulation, or interpretation thereof, enacted and effective after the Effective Date of this Contract resulting in the application of any Taxes enacted or effective on or before the Effective Date of this Contract to a new or different class of Persons. "Nongovernmental Agency' means any Person other than a Governmental Person. "Operational Flow Order" has the meaning set forth in Section 5.02 (d) . "Output Contract' means a contract for the purchase by a Nongovernmental Agency of available output of an output facility financed with proceeds of an issue (as defined in U.S. Treas. Reg. §1.141-7). "Partial Termination Condition" has the meaning specified in Section 9.02 (b) . "Party' and "Parties" have the meaning specified in the preamble. "Payment Default" has the meaning specified in Section 7.04 . "Person" means any individual, public or private corporation, partnership, limited liability company, state, county, district, authority, municipality, political subdivision, instrumentality, association, firm, trust, estate or any other entity or organization whatsoever. "Prepaid Agreement" has the meaning specified in the recitals. "Private Business Use" means use (directly or indirectly) in a trade or business carried on by any Person other than a Governmental Person. For purposes of the foregoing: (i) Except as provided below Private Business Use includes: (a) any contracts by a Governmental Person for the sale of the Gas financed with Bond proceeds (or the electricity generated by the Gas) to a Nongovernmental Agency pursuant to: (1) a take contract, (2) a take or pay contract, or (3) a requirements contract, in each case, as defined in U.S. Treas. Reg. §1.141-7; or (b) any use of the Gas financed with the Bond proceeds (or electricity generated using the Gas) by a Nongovernmental Agency that may occur pursuant to: (1) a lease of, or management contract with respect to, all or a portion of a Municipal Utility's facilities, or (2) a brokerage contract or other arrangement creating a special legal entitlement with respect to such Gas (or electricity generated using the Gas); or (c) an Output Contract having a term longer than 3 years (including any renewal options). (ii) Private Business Use does not include any of the following, provided that the Seller or Gas Purchaser, as the case may be, obtains a Favorable Opinion of Bond Counsel: (a) any lease, management contract, requirements contract, or other arrangement that: meets the applicable requirements set forth in the U.S. Treas. Reg. §1.141-3 or IRS Revenue Procedure 2017-13, as such requirements are modified from time to time; or (b) any Output Contract with a term, including renewal options, that is not longer than 3 years, and that meets the requirements of U.S. Treas. Reg. §1.141-7(f)(3); or (c) any other arrangement with respect to the use of Gas (or electricity generated using Gas), including, but not limited to, small purchases of output as described in U.S. Treas. Reg. 5 ME1 26908019v.4 §1.141-7(f)(1); or (d) any swapping and pooling arrangement described in U.S. Treas. Reg. §1.141-7(f)(2). "Qualifying Use" shall have the meaning ascribed in U.S. Treas. Reg. § 1.148- 1(e)(2)(iii)(A)(2) (or any successor regulation or provision of the Code); provided that the use does not give rise to a Private Business Use. "Qualifying Use Certificate" means (i) a Buyer Certificate executed by (a) a Municipal Utility, in substantially the form set forth in Exhibit D, or (b) a Governmental Person other than a Municipal Utility that sells Gas (or electricity generated from such Gas) to a Municipal Utility, as modified from the form set forth in Exhibit D with language approved by Bond Counsel, or (ii) in the case of a remarketing of the Gas, a certificate signed by the purchaser of the remarketed Gas certifying in language approved by Bond Counsel that such Gas (or the electricity generated by the Gas) shall be applied for a Qualifying Use. "Receivables Purchase Agreement' means the Receivables Purchase Agreement, dated as of [ ], between Seller, BPEC, and the Trustee, as amended or supplemented from time to time in accordance with its terms. "Receivables Purchase Agreement Provider" means, initially, BPEC, and, subsequently, any entity agreed upon by BPEC and Seller. "Remarketing Notice" means the form set forth in Exhibit E attached hereto. "Seller" has the meaning specified in the preamble. "Tax" or "Taxes" means (a) any or all ad valorem, property, occupation, severance, production, generation, extraction, first use, conservation, Btu or energy, gathering, transport, transmission, pipeline, utility, gross receipts, gas or oil revenue, gas or oil import, privilege, sales, use, consumption, excise, lease, transaction, greenhouse gas, carbon, and other taxes or any interest, penalties, or assessments thereon, (b) state or local Taxes or any interest, penalties, or assessments thereon, (c) New Taxes or any interest, penalties, or assessments thereon, and (d) governmental charges, licenses, fees, permits and assessments, or any interest, penalties, or increases thereon, and specifically excludes taxes based on net income or net worth. "Transporter" or "Transporters" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point(s). "Trustee' means [The Bank of New York Mellon Trust Company, N.A.], a national banking association organized and existing under the laws of the United States, or any successor thereto under the Indenture. Section 1.02 Interpretation. All references to any agreement or document shall be construed as of the particular time that such agreement or document may then have been executed, amended, varied, supplemented or modified. Terms defined in this Contract shall have the meanings given therein when used elsewhere in this Contract. Titles appearing at the beginning of any articles, sections, subsections and other subdivisions of this Contract are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. References in the singular shall include 6 ME1 26908019v.4 the plural, and references to the masculine shall include the feminine, and vice versa. Any reference in this Contract to any Person includes its successors and permitted assigns and, in the case of any governmental authority, any Person succeeding to its functions and capacities. Reference to a particular article, section, subsection, paragraph, subparagraph, attachment, schedule or exhibit, if any, shall be a reference to such article, section, subsection, paragraph, subparagraph, attachment, schedule or exhibit in and to this Contract. Any appendices, schedules or exhibits are fully incorporated and made part of this Contract. The appendices, schedules or exhibits shall be read in conjunction with the provisions of the body of this Contract, and the appendices, schedules or exhibits and the body of this Contract shall be interpreted to give effect to the intent of the Parties as evidenced by their terms when taken as a whole, provided, however, that in the event of an express and irreconcilable conflict between the terms of an attachment, schedule or exhibit and the provisions of the body of this Contract, the provisions of the body of this Contract shall control. Capitalized terms appearing in an attachment, schedule or exhibit shall have the meanings set forth in Section 1.01 , unless the context requires otherwise. The recitals at the beginning of this Contract are incorporated herein for all purposes. All uses of "include" or "including" shall be deemed to be followed by "without limitation", whether expressly so stated or not. All references to a law, rule, regulation, contract, agreement, or other document mean that law, rule, regulation, contract, agreement, or document as amended, modified, supplemented or restated, from time to time. Section 1.03 Technical Meanings. Words not otherwise defined in this Contract that have well-known and generally accepted technical or trade meanings are used herein in accordance with such recognized meanings. ARTICLE II TERM AND DELIVERY PERIOD Section Z01 Term. This Contract shall be in effect from and including the Effective Date to and including the last day of the Month following the last Month of the Delivery Period, subject to the provisions of Section 2.02 , Section 7.05 and Article VIII. Section 2.02 Termination Prior to Commencement of Delivery Period. In the event that the Prepaid Agreement is terminated prior to the commencement of the Delivery Period because BPEC does not receive the prepayment, Seller shall terminate this Contract without any further obligation or liability of either Party. ARTICLE III SALE AND PURCHASE; DELIVERY POINT PREMIUM Section 3.01 Sale and Purchase. Seller agrees to sell and deliver or cause to be delivered to Buyer, and Buyer agrees to purchase and take, on a Firm basis, the Daily Contract Quantity for each Gas Day during the Delivery Period pursuant to the terms and conditions set forth in this Contract. Section 3.02 Contract Price. The price payable for Gas delivered and purchased pursuant to this Contract (the "Contract Price') shall be equal to the Index Price applicable to the relevant quantity of Gas for the applicable Delivery Point minus the Discount. 7 M1 26908019v.4 ARTICLE IV FAILURE TO DELIVER OR TAKE GAS Section 4.01 Seller's Unexcused Failure to Deliver. (a) If on any Gas Day Seller fails to deliver all or any portion of the Daily Contract Quantity pursuant to the terms of this Contract, and such failure is not due to either (i) the actions or inactions of Buyer, or (ii) Force Majeure, then the portion of the Daily Contract Quantity that Seller failed to deliver shall be the "Deficiency Quantity': (b) To the extent Buyer purchases replacement Gas that is delivered prior to the end of the Month in which such Deficiency Quantity arose, then Seller shall pay to Buyer the amount determined as follows: P = DQ x (RP + AC) Where: P = the amount payable by Seller under this Section 4.01 (b) DQ = the Deficiency Quantity RP = Utilizing the Cover Standard, the positive amount, if any, by which the price actually paid by Buyer for the replacement Gas in an arm's length Gas purchase from an unaffiliated third party, as may be adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), exceeds the Contract Price for the applicable Gas Day and Delivery Point. AC = the Administrative Charge (c) Imbalance Charges shall not be recovered pursuant to Section 4.01 , but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 5.02 (c) . The replacement prices referred to under the definition of "RP" as used in Section 4.01 (b) shall not include any administrative or other internal costs incurred by Buyer, it being understood that such costs are being compensated by way of the Administrative Charge included above. (d) Seller agrees to notify Buyer promptly upon becoming aware that Seller may not be able to deliver all or a portion of the Daily Contract Quantity at any Delivery Point(s) on any Gas Day. Section 4.02 Buyer's Unexcused Failure to Take. (a) If on any Gas Day Buyer fails to take all or any portion of the Daily Contract Quantity at any Delivery Point(s) for any reason other than Force Majeure, Seller will attempt to remarket such Gas. If Seller is able to remarket such Gas, Seller will invoice Buyer in the amount equal to the positive difference, if any, between the Index Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), plus the Administrative Charge, multiplied by the difference between the Daily Contract Quantity and the quantity 8 ME 1 26908019v.4 actually taken by Buyer for such Gas Day(s). If Seller remarkets the Gas for Qualified Use, the Cover Standard may be adjusted to reflect any discounts required to complete that sale. (b) Buyer agrees to notify Seller promptly upon becoming aware that Buyer or any Gas Purchaser may not be able to take all or a portion of the Daily Contract Quantity at any Delivery Point(s) on any Gas Day. Section 4.03 Failure to Deliver or Take Due to Force Majeure. If on any Gas Day Buyer fails to take or Seller fails to deliver, all or any portion of the Daily Contract Quantity at any Delivery Point(s) and such failure is due to either Party claiming Force Majeure, then each Party shall be relieved of its respective obligation to deliver and receive, as applicable, such portion of the Daily Contract Quantity. Section 4.04 Load Loss. If Buyer experiences a sustained load loss such that it is unable to take all or any part of the Daily Contract Quantities, it may request remarketing of the affected quantities of Gas and Seller shall use commercially reasonable efforts to resell such quantities on behalf of Buyer consistent with Article IX. Section 4.05 Make-up Delivery in Lieu of Payment. The Parties may mutually agree to make up all or a portion of the Daily Contract Quantity not delivered or taken by increasing deliveries and takes over the remainder of the Month in which such failure occurred. Section 4.06 Sole Remedies. Except with respect to the payment of Imbalance Charges pursuant to Section 5.02 (c) the remedies set forth in this Article IV shall be each Party's sole and exclusive remedies for any failure by the other Party to deliver or take Gas pursuant to this Contract. ARTICLE V DELIVERY POINTS; TRANSPORTATION; NOMINATIONS AND IMBALANCES Section 5.01 Delivery Points. (a) Gas delivered hereunder shall be delivered and received at the points specified as Delivery Point(s) in Exhibit B, or any other Delivery Point established pursuant to Section 5.01 () or otherwise by mutual agreement of the Parties. Each Delivery Point must have a published Index Price, mutually agreed by the Parties, corresponding to such Delivery Point. (b) Not more frequently than once during the each ensuing summer season (the period from April through October) or once during the each ensuing winter season (the period from November through March), Buyer may change delivery for all or a portion of the Daily Contract Quantity at any of the Delivery Point(s) to any other delivery point(s), as may be allowed under the operating terms and conditions of the applicable Transporter or Transporters; provided (A) Seller is able to obtain a corresponding change under the Prepaid Agreement; (B) such new Delivery Point is in the reasonable opinion of each Party a liquidly traded Gas delivery point, (C) the Parties designate a replacement Index Price that is reasonably acceptable to each Party, (D) the Parties are able to agree on any reasonable actual incremental costs, including but not limited to actual costs incurred to meet such request and including transportation costs, fuel costs and hedge unwind costs, if any, or the reduction in actual costs, if any, and (E) Seller shall not be obligated to enter into any new upstream supply agreement, transportation agreement or other arrangement to meet Buyer's request. Following any agreed upon 0 M 1 2690019v.4 modification to the Delivery Points, Buyer and Seller shall enter into a revised Exhibit B reflecting said change. (c) Seller will deliver and Buyer will receive Gas at the Delivery Point(s) in accordance with Buyer's pooling arrangements, if any, and other requirements in each case as specified in Exhibit B. Buyer may issue a standing nomination with respect to pooling arrangements at any Delivery Point. Any changes to such standing nomination must be received by Seller not later than six (6) Business Days prior to the applicable delivery Month for any change to the monthly standing nomination, and prior to 7:30 AM CPT on the Business Day prior to any change for a Gas Day. Section 5.02 Responsibility for Transportation, Nominations and Imbalances. (a) Seller shall have the sole responsibility for all transportation necessary for delivery of the Daily Contract Quantity to the Delivery Point(s). Buyer shall have the sole responsibility for all transportation necessary to receive the Daily Contract Quantity at the Delivery Point(s) and to transport the Daily Contract Quantity from the Delivery Point(s). Seller has responsibility for all compliance with applicable Transporter tariffs and regulations of the FERC for Gas transported on pipelines prior to the Delivery Points. Buyer has responsibility for all compliance with applicable Transporter tariffs and regulations of the FERC for Gas transported on pipelines from the Delivery Point(s). (b) Unless otherwise agreed by the Parties or required by a Transporter, Seller shall nominate, schedule and deliver, and Buyer shall nominate, schedule and take, the Daily Contract Quantity, ratably, at the Delivery Point(s) in accordance with the requirements of the receiving Transporter and the delivering Transporter at such Delivery Point. The Parties shall coordinate their nomination activities, giving sufficient time to meet the nomination deadlines of the Transporters. Should either Party become aware that the actual deliveries of Gas at the Delivery Point(s) are greater or less than the Daily Contract Quantity, such Party shall promptly notify the other Party. (c) The Parties shall use commercially reasonable efforts to avoid the imposition of any Imbalance Charges. If either Party receives an invoice from a Transporter that includes Imbalance Charges related to the obligations of either Party under this Contract, the Parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer's takes of quantities of Gas greater than or less than the Daily Contract Quantity at any Delivery Point, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller's delivery of quantities of Gas greater than or less than the Daily Contract Quantity at any Delivery Point, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer. (d) Should either Party receive an operational flow order or other order or notice from a Transporter, or a Transporter posts such notice on its bulletin board or provides the notice by another industry standard, requiring action to be taken in connection with the Gas being delivered under this Contract (a "Operational Flow Order'), it shall notify the other Party as soon as possible during normal business hours and provide the other Party with a copy of the Operational Flow Order, or direct the other Party to an electronic version of the Operational Flow Order. The Parties shall cooperate to take all actions required by the Operational Flow Order within the time prescribed. Seller shall indemnify, defend and hold harmless Buyer from any Claims, including, without limitation, all non-compliance penalties and reasonable attorneys' 10 ME1 26908019v.4 fees, if any, associated with an Operational Flow Order (i) with respect to which Seller failed to give the notice required hereunder to Buyer, or (ii) under which Seller failed to take the action required by the Operational Flow Order within the time prescribed; provided, that any notice required to be given to Buyer by Seller was timely delivered as required by this Section 5.02 (d) . To the extent not otherwise prohibited by law, Buyer agrees to indemnify, defend and hold harmless Seller from any Claims, including, without limitation, all non-compliance penalties and reasonable attorneys' fees, if any, associated with an Operational Flow Order (i) with respect to which Buyer failed to give the notice required hereunder to Seller, or (ii) under which Buyer failed to take the action required by the Operational Flow Order within the time prescribed; provided, that any notice required to be given to Seller by Buyer was timely delivered as required by this Section 5.02 (d) . Section 5.03 Agreements Regarding Operations and Delivery. Agreements regarding operations and delivery may be made in one or more telephone conversations or by instant messenger between Seller (or BPEC on behalf of Seller) and Buyer whereby an offer and acceptance shall constitute a valid and enforceable agreement subject to the terms of this Agreement that also shall be considered a part of this Agreement. Such an agreement shall be considered a "writing" or "in writing" and to have been "signed." To the extent permitted by applicable law, Seller (or BPEC on behalf of Seller) and Buyer: (i) consent to the recording of telephone conversations between the trading, marketing and other relevant personnel of the Parties in connection with this Agreement; (ii) agree to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel; (iii) agree that recordings may be submitted in evidence in any proceedings; and (iv) acknowledge to the other Party and consent that such other Party may from time to time and without further notice (A) retain electronic transmissions (including telephone conversations, e-mail and instant messaging between the Parties' respective representatives in connection with this Contract) on central and local databases for their respective legitimate purposes, and (B) monitor electronic transmissions through their internal and external networks for purposes of security and compliance with applicable laws, regulations and internal policies for their legitimate business purposes. Each Party further agrees that, to extent permitted by applicable law, it will indemnify, defend and hold the other Party harmless from any and all damages, losses, claims, liabilities, judgments, costs and expenses, including but not limited to reasonable attorney's fees and costs of court arising directly or indirectly from or out of such Party's failure to obtain any consent necessary from a Party's trading, marketing and other relevant personnel, agents or representatives or such Party's failure to give any notice required to such individuals. The Parties shall be entitled to rely without further inquiry on oral representations as to the identity of person(s) purporting to transact on behalf of the other Party. Section 5.04 Title and Risk of Loss. (a) Title to Gas delivered hereunder shall pass from Seller to Buyer at the Delivery Points. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT FOR THE WARRANTIES EXPRESSLY MADE BY SELLER IN THIS SECTION AND Article XI, SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. (b) As between the Parties, Seller shall be deemed to be in exclusive control and possession of Gas delivered hereunder and responsible for and will assume any liability with 11 ME1 26908019v.4 respect to the Gas prior to its delivery to Buyer at the Delivery Points. As between the Parties, Buyer shall be deemed to be in exclusive control and possession thereof and responsible for and will assume any liability with respect to the Gas after its delivery to Buyer at the Delivery Points. Seller agrees to indemnify Buyer and save it harmless from all Claims, from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer. ARTICLE VI QUALITY AND MEASUREMENT Section 6.01 Quality and Measurement. The Parties acknowledge that the Gas delivered by Seller under this Contract shall meet the quality specifications of the receiving Transporter at the applicable Delivery Point(s). The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Transporters that own or operate the measurement facilities at the Delivery Point(s). The Parties acknowledge that the Gas delivered by Seller under this Contract will be delivered in common stream with other sources of Gas. In the event and to the extent that a Transporter refuses to receive or transport Gas nominated for delivery to Buyer at the Delivery Point(s) for reasons of gas quality, the event shall be considered an event of Force Majeure, and Seller shall be relieved of its obligation to deliver and Buyer shall be relieved of its obligation to receive the affected volumes of Gas until the situation is remedied in accordance with Article XIII. ARTICLE VII BILLING, PAYMENT AND AUDIT Section 7.01 Monthly Statements. (a) No later than the fifth (51h) day of each Month (or the immediately succeeding Business Day, if such day is not a Business Day) following any Month during which replacement Gas was purchased by Buyer pursuant to Section 4.01 (b) , Buyer shall deliver to Seller a statement (the "Buyer Statement') setting forth the quantity and replacement price. (b) No later than the tenth (10th) day of each Month (or the immediately succeeding Business Day, if such day is not a Business Day) (the "Billing Date'), of each Month following the Month in which Gas was delivered, Seller shall deliver to Buyer a statement (the "Billing Statement') setting forth (i) the quantities of Gas delivered, (ii) the total amount due to Buyer, if any, under Article III and Article IV with respect to the prior Month(s), (iii) any other amounts due in connection with this Contract, including, but not limited to, amounts due under Section 4.02 with respect to the prior Month(s), and (iv) the net amount due to Buyer or Seller. If the actual quantity of Gas delivered is not known by the Billing Date, the Billing Statement will be prepared based upon the quantity of Gas confirmed by the Transporter(s) for transportation. Adjustments will be made in the following Month's Billing Statement for any differences between the quantity of Gas delivered and the quantity of Gas confirmed by the Transporter(s) for transportation. (c) Upon reasonable request by either Party, the other Party will deliver such supporting documentation acceptable in industry practice to support an amount due. 12 ME 1 26908019v.4 Section 7.02 Payment. (a) Any amounts due shall be remitted by wire transfer in immediately available funds to the accounts specified in Exhibit C, on or before the twentieth (20th) day of the Month in which the Billing Statement or the Buyer Statement, as applicable, was received unless such day is not a Business Day, in which case payment is due on the Business Day immediately preceding such day. (b) If the invoiced Party, in good faith, disputes any amounts included in a statement, such Party will (except in the case of manifest error) pay the full amount due. In the event the Parties are unable to resolve such dispute, either Party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section. (c) If a Party owing any amounts due under this Contract fails to remit the full amount then payable when and as due, interest on the unpaid portion shall accrue at the Default Rate from and including the date on which the payment was due to, and including, the date on which the full amount is paid. Section 7.03 Netting. The Parties shall net all amounts due and owing, and/or past due, arising under this Contract such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article VII. Section 7.04 Payment Default and Suspension. If Buyer fails to remit payment as required in Section 7.02 ("Payment Default'), Seller shall suspend delivery of Buyer's Daily Contract Quantity ("Delivery Suspension') until Buyer's payment is received in full, including any interest at the Default Rate. Seller shall provide notice of the Delivery Suspension to Buyer, BPEC and its designee(s), and the Trustee. Upon such a Payment Default, the Trustee shall draw on the Receivables Purchase Agreement in accordance with its terms to make payments in satisfaction of all or a portion of the amount owed to Seller. The Receivables Purchase Agreement Provider then shall be subrogated to the rights of Seller against Buyer in respect of such Payment Default. Section 7.05 Termination for Payment Default. If Buyer fails to cure the Delivery Suspension by making payment no later than the twentieth (20th) day of the Month following the Month that payment was originally due, Seller shall terminate this Contract and provide notice pursuant to Section 15.02 , with copies to Buyer, BPEC, and the Trustee. Upon such notice (a) the Delivery Period will end, (b) Seller shall no longer have any obligation to sell or deliver Gas to Buyer under this Contract, (c) the obligation of Buyer to purchase and receive Gas from Seller under this Contract will terminate, and (d) Buyer shall have no right to any Discount or proceeds that may arise due to remarketing of the Gas. In lieu of or in addition to notice of termination given by Seller, the Trustee, acting on Seller's behalf pursuant to the terms of the Indenture, may provide notice of termination to Buyer, Seller, and BPEC. If Buyer cures a Payment Default prior to an early termination hereunder and subsequently causes another Payment Default, then Seller shall both immediately suspend performance and terminate this Contract with notice effective the following Business Day. ARTICLE VIII TERMINATION Section 8.01 Automatic Termination Event. If the Prepaid Agreement terminates prior to the end of the Delivery Period, this Contract shall terminate on the date of early 13 ME1 26908019v.4 termination of the Prepaid Agreement (subject to all winding up arrangements) such that all Gas deliveries hereunder shall cease. Section 8.02 Buyer Termination Events. In addition to termination because of a Payment Default under Error! Reference source not found., each of the following events shall constitute a "Buyer Termination Event" under this Contract: (a) Any representation, warranty, or covenant made by Buyer in this Contract shall prove to have been incorrect in any material respect when made or deemed made; (b) Buyer otherwise fails to perform any covenant under this Contract; or (c) Buyer (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) otherwise becomes bankrupt or insolvent (however evidenced); (v) has a resolution passed for its winding -up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) causes or is subject to any event with respect to it, which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vi) above (inclusive); or (viii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. Section 8.03 Right to Termination; Remedies. (a) At any time a Buyer Termination Event has occurred and is continuing, Seller may by notice to the Buyer specifying the relevant Buyer Termination Event designate an Early Termination Date not later than the last day of the Month in which such notice is provided. Each of (i) Seller's obligation to sell and deliver Gas, (ii) Buyer's obligation to purchase and take Gas, and (iii) Seller's obligation to remarket Gas pursuant to the terms of this Contract shall terminate on the Early Termination Date. (b) In lieu of or in addition to any notice provided by Seller, the Trustee, acting on Seller's behalf pursuant to the Indenture, may provide notice to Buyer of any Early Termination Date or Partial Termination Condition. (c) If a Partial Termination Condition under Section 9.02 (b) has occurred, Seller, unless the Parties agree otherwise, may designate an Early Termination Date with respect to that portion of this Contract represented by the quantities of Gas not remaining to be delivered hereunder described in clause (i) of Section 9.02 (b) . If this Contract is so partially terminated with respect to such quantities of Gas, the provisions of this Article VIII shall apply to the portion terminated. Nothing in this paragraph (c) is meant to imply that a complete termination of this Contract would or would not be required or permitted pursuant to the exercise of any other right or remedy under this Contract. (d) In the event of a default by Seller under any covenant, agreement, or obligation in this Contract, for which no exclusive remedy is expressly provided herein, Buyer may bring any suit, action, or proceeding at law or in equity to enforce Seller's obligation(s), including mandamus, injunction, and action for specific performance, as Buyer determines may be 14 ME 1 26908019v.4 necessary or appropriate to enforce any covenant, agreement, or obligation in this Contract against Seller. Section 8.04 Other Remedies. If any amounts payable on the Early Termination Date are not paid timely, then the Party owed such amounts may proceed to protect and enforce its rights, either by suit in equity or by action at law or both, whether for the specific performance of any covenant or agreement contained in this Contract or in aid of the exercise of any power, right or remedy granted in this Contract or may proceed to enforce the payment of all amounts owing under this Contract (including, without limitation, any sums specified as liquidated damages or any other unpaid amounts due to a non -defaulting Party hereunder, together with interest thereon to the extent provided herein); it being intended that, except with respect to events or circumstances for which an exclusive remedy is expressly provided herein, no remedy conferred herein is to be exclusive of any other remedy, and each and every remedy contained herein shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. Section 8.05 Limitation on Damages. Neither Party shall be liable for consequential, incidental, punitive, exemplary, or indirect damages, lost profits or other business interruption damages, by statute, in tort or contract, under any indemnity provision or otherwise, unless such breach is the result of gross negligence or willful misconduct. It is the intent of the Parties that (i) the limitations herein imposed on remedies and the measure of damages be without regard to the cause or causes related thereto, including, without limitation, the negligence of either Party, other than gross negligence or willful misconduct, whether such negligence be sole, joint or concurrent, or active or passive, and (ii) if and to the extent any damages required to be paid hereunder are liquidated, the parties acknowledge that the damages are difficult or impossible to determine, otherwise obtaining an adequate remedy is inconvenient and the liquidated damages constitute a reasonable approximation of the harm or loss. In determining the appropriate measure of damages that would make the Parties whole, the Parties have thoroughly considered, inter alia, the uncertainty of fluctuations in gas prices, the ability and intention of the Parties to hedge such fluctuations, the bargained -for allocation of risk, the knowledge, sophistication and equal bargaining power of the Parties, the arms -length nature of the negotiations, the special circumstances of this transaction, the accounting and tax treatment of the transaction by the Parties and the entering into of other transactions in reliance on the enforceability of the liquidated damages provisions contained herein. The Parties acknowledge that this Contract is subject to Article 2 of the Uniform Commercial Code, as enacted by the state or commonwealth the law of which shall govern this Contract, including without limitation, §§ 2-706(6), 2-711, 2-718, and 2-719, except to the extent any provisions of such Article 2 (inclusive of such sections) may be inconsistent with the provisions of this Contract, which shall control. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER EXPRESSLY DISCLAIMS ANY, AND MAKES NO OTHER, REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSES. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. 15 ME1 26908019v.4 ARTICLE IX REMARKETING Section 9.01 Remarketing Notices. (a) Upon Buyer's inability to take Gas under Error! Reference source not found.and delivery by Buyer to Seller of a Remarketing Notice satisfying the criteria in clause (b) below, provided that no Buyer Termination Event exists, Seller shall use commercially reasonable efforts to remarket on behalf of Buyer (or arrange for BPEC to remarket) all or a specified portion of the Daily Contract Quantity as set forth in the Remarketing Notice. (b) Each Remarketing Notice shall specify: (i) the portion (in MMBtu) of the Daily Contract Quantity to be remarketed with respect to the applicable Delivery Point for each Gas Day; (ii) the applicable period during which such Gas is to be remarketed; and (iii) an explanation, in reasonable detail, as to the reason(s) for the remarketing. Each such notice shall be in the form of Exhibit E, shall be sent by electronic mail, with a mailed copy following, and shall be deemed to have been properly delivered, with such notice complete upon transmission by electronic mail, notwithstanding any different requirements for notice under Section 15.02 . A Remarketing Notice where the type of remarketing is "Daily" must be delivered by 7:15 a.m. CPT on the Business Day prior. A Remarketing Notice where the type of remarketing is "Monthly" must be delivered by 4:00 p.m. CPT on the fifteenth (15th) day of the Month preceding the Month in which Gas is to be remarketed. If the remarketing is for a season, the Remarketing Notice must be delivered by 4:00 p.m. CPT on February 101h for remarketing of Gas during the ensuing summer season (the period from April through October) and by 4:00 p.m. CPT on September 101h for remarketing of Gas during the ensuing winter season (the period from November through March). (c) The provision of a Remarketing Notice in itself does not relieve Buyer of its obligation to pay the Contract Price to Seller for the Daily Contract Quantity. Section 9.02 Remarketing Terms. (a) For all Gas remarketed pursuant to Section 9.01, if the remarketed Gas does not sell for a price equal to or exceeding the Contract Price plus the Administrative Charge, then Buyer shall pay Seller for the difference between the Contract Price plus the Administrative Charge and the price at which the remarketed Gas actually sold. (b) If during any period of twelve (12) consecutive Months during the Delivery Period (i) the sum of (A) the quantity of Gas requested to be remarketed under Section 9.01 , and (B) the quantity of Gas which Buyer fails to take under Section 4.02 (without duplication), exceeds (ii) fifty percent (50%) of the sum of the Daily Contract Quantity during such twelve (12) Month period, and (iii) Seller shall have given written notice thereof to Buyer, then a "Partial Termination Condition" shall be deemed to exist and Section 8.03 (c) shall apply. ARTICLE X EXCHANGES Section 10.01 General Principle. With the consent of Seller, Buyer may effectuate an exchange of Delivery Points for Gas purchased under this Contract on a daily or monthly basis, provided, however, that any failure by a third party to perform its obligations under any such exchange arrangement shall not relieve Buyer of its obligations under this Contract. 16 ME1 26908019v.4 ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS Section 11.01 Tax -Exempt Status of the Bonds. Buyer and Seller acknowledge and agree that Seller will finance the prepayment under the Prepaid Agreement with the proceeds of the Bonds, which will be issued as obligations under which the interest is excluded from the gross income of the owners thereof for federal income tax purposes. Buyer and Seller covenant and agree that each will not take any action, or fail to take any action, or permit any action to be taken on its behalf or cause or permit any circumstance within its control to arise or continue, if any such action or inaction would adversely affect the exclusion from gross income for federal income tax purposes of the interest on any of the Bonds under the Code. Buyer further agrees that it will provide all documents and records reasonably requested by Seller for response to any inquiry or audit relating to the tax-exempt status of the bonds. Section 11.02 Qualifying Use. (a) Buyer represents, warrants, covenants and agrees that: (i) it is (A) either (1) a Municipal Utility or (2) a Governmental Person that sells Gas (or electricity generated from such Gas) to a Municipal Utility, and (B) which, in either case, possesses all power, authority, and applicable approvals necessary for it to enter into this Contract; (ii) it has delivered to Seller, as a condition precedent to Seller's execution of this Contract, the Buyer Certificate, in substantially the form set forth in Exhibit D hereto; (iii) the Gas purchased under this Contract is and shall be used, at all times during the Delivery Period, by Buyer in its normal and customary governmental utility operations to provide utility service to consumers located within its governmental service territory pursuant to Buyer's generally applicable and uniformly applied rate schedules and tariffs as they exist from time to time; and (iv) it will execute such additional documents and certificates as Bond Counsel may reasonably request evidencing Gas Purchaser's compliance with this Section, with the Code, and with Treasury Regulations thereunder. (b) Without limiting the foregoing, Buyer further agrees that it will use the Gas (i) for Qualifying Use, (ii) in a manner that will not result in any Private Business Use, and (iii) that it will not use Gas purchased under this Contract in any other manner without the prior written consent of Seller. Buyer agrees that it will execute such additional documents and certificates as Bond Counsel may reasonably request evidencing Gas Purchaser's compliance with this Section, with the Code, and with Treasury Regulations thereunder. Section 11.03 Representations and Warranties. As a material inducement to entering into this Contract, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Effective Date as follows: (a) it is duly organized and validly existing in good standing under the Laws of the state or commonwealth in which it is organized, and has all requisite power and authority, corporate or otherwise, to enter into and to perform its obligations hereunder and to carry out the terms and conditions hereof and the transactions contemplated hereby; 17 ME1 26908019v.4 (b) it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Contract; (c) there is no litigation, action, suit, proceeding or investigation pending or, to the best of such Party's knowledge, threatened, before or by any Government Agency that could reasonably be expected to materially and adversely affect the performance by such Party of its obligations hereunder or that questions the validity, binding effect or enforceability hereof or of any action taken or to be taken by such Party pursuant hereto or any of the transactions contemplated hereby; (d) the execution, delivery and performance of this Contract by such Party have been duly authorized by all necessary actions on the part of such Party and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (e) this Contract has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights generally and by general principles of equity; (f) the execution, delivery and performance of this Contract by such Party shall not violate any provision of any Law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination applicable to it; (g) the execution, delivery and performance by such Party of this Contract, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations hereunder, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law, ordinance, rule or regulation applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any Lien upon any of its properties or assets; and (h) to the best of the knowledge and belief of such Party, no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any Government Agency is required in connection with the valid authorization, execution, delivery and performance by such Party of this Contract or the consummation of any of the transactions contemplated hereby. Section 11.04 Additional Representations, Warranties and Covenants of Buyer. As a material inducement to entering into this Contract, Buyer hereby represents, warrants and covenants to Seller as follows: (a) the amounts payable by Buyer under this Contract (i) shall be payable as a cost of purchased Gas (or fuel) and as an item of operating expenses of Buyer or Buyer's municipal gas (or electric) utility that is payable prior to debt service on Buyer's revenue bonds, if applicable, and (ii) do not constitute an indebtedness or liability of Buyer within the meaning of any constitutional or statutory limitation or restriction applicable to Buyer; and 18 ME 1 26908019v.4 (b) Buyer shall establish, maintain and collect rates and charges for the sale or use of Gas or electric energy generated, transmitted, distributed or furnished by it so as to provide revenues sufficient, together with other legally available moneys, to enable Buyer to pay timely all amounts payable to Seller under this Contract, to pay any other amounts legally payable from such revenues, to maintain any required reserves pursuant to any financing obligations, and to promptly enforce the payment of any and all accounts owing to Buyer for the sale of Gas or electricity or the provision of distribution or other services to its customers. (c) Buyer further agrees to use Gas purchased under this Contract prior to other Gas purchased by Buyer that is not subject to any Qualifying Use restrictions. Section 11.05 Negative Covenant. Buyer agrees that unless the Receivable Purchase Agreement Provider shall otherwise expressly consent in writing, Buyer shall not create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien on the source of payment for Buyer's payment obligations hereunder to or for the benefit of any Person that would provide such Person with a right to payment that is prior to the rights of Seller to payment under this Contract or the rights of the Receivable Purchase Agreement Provider to payment under this Contract. ARTICLE XII TAXES Section 12.01 Taxes. Seller shall (i) be responsible for and shall pay, cause to be paid, or promptly reimburse Buyer if Buyer has paid all Taxes assessed upstream of the Delivery Point, and (ii) indemnify Buyer and its Affiliates for any such taxes paid by Buyer or its Affiliates. Buyer shall (i) be responsible for and shall pay, cause to be paid, or promptly reimburse Seller if Seller has paid, all Taxes assessed at or downstream of the Delivery Point, and (ii) indemnify Seller and its Affiliates for any such taxes paid by Seller or its Affiliates. The Index Price does not include any applicable state or local, gross receipts, compensating, utility, transaction privilege, sales or use tax, and any other transactional -type tax which may be levied as a result of sales of or use of Gas hereunder and that is allowed by applicable law to be invoiced to the Buyer as a separate charge from the Index Price, whether measured by quantity or revenues; and if there are any such taxes Seller will invoice Buyer and Buyer will pay Seller the amount of such taxes which Seller will remit as required by applicable law. The parties agree to cooperate, in the event either party in good faith protests, contests, disputes, or files a refund request, with the applicable taxing authority or court with jurisdiction, by providing any relevant information, upon request, within a party's possession, which will support the filing party's filing. At Seller's request, Buyer shall provide Seller with a valid sales tax exemption certificate and any other required exemption or resale certificate to the extent applicable necessary for exemption from any relevant state taxes that may be levied against the Parties in relation to the transactions under, or pursuant, to this Contract. ARTICLE XIII FORCE MAJEURE Section 13.01 Force Majeure. (a) Except with regard to a Party's obligation to make payment(s) due hereunder, neither Party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein 19 ME1 26908019v.4 means any cause not reasonably within the control of the party claiming suspension, as further defined in this section. (b) Notwithstanding and without limiting the generality of the foregoing, Buyer acknowledges and agrees that the Delivery Points under this Contact are at, near, or supplied by Gas production areas at point(s) or pool(s) at which Gas is aggregated, and that these Gas production areas may be affected by weather -related events, including hurricanes and wellhead freeze offs, which could disrupt or curtail Seller's ability to access Gas supplies, and that such circumstances, if and to the extent that they actually affect Seller's performance, constitute a Force Majeure event that relieves Seller of all or part, as applicable, of its obligations under this Contact to either (a) make deliveries of Gas, or (b) financially to keep Buyer whole, in either case by using any other source of Gas that may be available, including without limitation (x) storage deliveries and (y) deliveries under any third -party supply contracts not used to supply Gas under this Contract prior to such event, including deliveries from a different supply region than the regions used to supply Gas at the Delivery Points. (c) Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuations of the affected area, floods, washouts, explosions or breakage, accident or the necessity of repairs to machinery or equipment or lines of pipe; (ii) weather -related events affecting a broad geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts, or other industrial disturbances, riots, sabotage, insurrections, acts of terrorism or wars; (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation or policy having the effect of law promulgated by a governmental authority having jurisdiction (excluding any actions taken by Buyer or a Gas Purchaser unless such actions are taken in response to an event that would otherwise constitute an event of Force Majeure); and (vii) an event of the type specified as an event of Force Majeure in Section 6.01. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. In no event shall Seller be under any obligation to source Gas from storage or other markets if an event of Force Majeure occurs. To the extent an event of Force Majeure occurs, Seller or Buyer will allocate the supply or purchase of Firm Gas for affected transactions, as applicable, on a pro rata basis with other similarly situated Firm Gas customers. (d) If an event of Force Majeure occurs, the Party affected may, in its sole discretion and without notice to the other Party, determine not to make a claim of Force Majeure and waive its rights under this Contract as such rights would apply to such event. Such determination or waiver shall not preclude the affected Party from claiming Force Majeure with respect to any subsequent event, including any event that is substantially similar to the event with respect to which such determination or waiver is made. (e) Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is prevented by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in -path Firm transportation is also curtailed; (ii) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; (iii) Seller's ability to sell Gas at a higher or more advantageous price, Buyer's ability to purchase Gas at a lower or more advantageous price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Contract; (iv) the loss of Buyer's markets or Buyer's inability 20 ME 1 26908019v.4 to use or resell Gas purchased under this Contract, except, in either case, as a result of Force Majeure; or (v) the loss or failure of Seller's Gas supply or depletion of reserves, except, in either case, for reasons of Force Majeure. The Party claiming Force Majeure shall not be excused from its responsibility for costs associated with Imbalances. (f) Notwithstanding anything to the contrary in this Contract, the Parties agree that the settlement of strikes, lockouts, or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance. (g) The Party whose performance is prevented by Force Majeure must provide notice to the other Party. Initial notice may be given orally; however, written notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notice of Force Majeure to the other Party, the affected Party will be relieved of its obligation to make or accept delivery of Gas, as applicable, to the extent and for the duration of the Force Majeure event, and neither Party shall be deemed to have failed in such obligation to the other during such occurrence or event. ARTICLE XIV GOVERNING RULES AND REGULATIONS Section 14.01 Compliance with Laws. This Contract shall be subject to all present and future Laws of any Government Agency having jurisdiction, and neither Party has or will knowingly undertake or knowingly cause to be undertaken any activity that would conflict with such Laws; provided, however, that nothing herein shall be construed to restrict or limit either Party's right to object to or contest any such Law, and neither acquiescence therein or compliance therewith for any period of time shall be construed as a waiver of such right. Section 14.02 Contests. Excluding all matters involving a contractual dispute between the Parties, no Party shall contest, cause to be contested or in any way actively support the contest of the equity, fairness, reasonableness or lawfulness of any terms or conditions set forth or established pursuant to this Contract, as those terms or conditions may be at issue before any Government Agency in any proceeding, if the successful result of such contest would be to preclude or excuse the performance of this Contract by either Party. Section 14.03 Defense of Contract. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter defend and support, and shall take no action in derogation of, this Contract before any Government Agency in any proceeding involving such Party, if the substance, validity or enforceability of all or any part of this Contract is hereafter challenged or if any proposed changes in Law or regulatory practices or procedures would have the effect of making this Contract invalid or unenforceable or would subject either Party to any greater or different regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Contract. Section 14.04 Continuing Disclosure. Buyer agrees to provide Seller with its publicly available financial statements and operating information and authorizes Seller to use all or part of such information in its official statement with respect to the Bonds. Buyer shall also: (a) provide Seller with such annual updates to such information as Seller reasonably may request for use in any continuing disclosure filings that Seller may be required to make; and (b) on an annual basis, provide Seller with the audited financial statements and annual operating report of the Buyer as soon as they are available upon request. 21 M1 2690019v.4 ARTICLE XV MISCELLANEOUS Section 15.01 Assignment. Neither Party shall assign this Contract or any of its rights or obligations under this Contract without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed, provided, however (i) Seller may pledge and assign its right, title, and interest in this Contract and the amounts payable by Buyer under this Contract to the Trustee under the Indenture, such that the Trustee or any receiver appointed under the Indenture shall have the right to enforce all obligations of Buyer and to perform all obligations of Seller under this Contract; (ii) in the event of Payment Default and receipt by the Trustee of payment by the Receivables Purchase Agreement Provider of amounts owing by Buyer, Seller shall be deemed to have assigned its rights under this Contract to the Receivables Purchase Agreement Provider; and (iii) Buyer shall not assign this Contract or any of its rights or obligations under this Contract to any Person other than a Municipal Utility that executes and delivers to Buyer and Seller a Qualifying Use Certificate, unless Buyer obtains and delivers to Seller a Favorable Opinion of Bond Counsel, and without the prior written consent of BPEC and the Receivables Purchase Agreement Provider. Section 15.02 Notices. All notices, requests, statements or payments shall be made as specified on Exhibit C hereto. All notices, requests, or statements to Buyer shall be recognized as valid, whether from Seller, or its designee(s), and Buyer shall not be held liable by reason of Buyer having relied on them. Notices required to be in writing shall be delivered by letter, electronic mail, facsimile or other documentary form or such other means of communication as the Parties may agree from time to time in writing and shall be deemed given upon actual receipt by the Party to which such notice is given except that any notices received after 2:00 p.m. CPT shall be deemed received at the close of the next Business Day. A Party may change its address by providing notice of same in accordance herewith. Notwithstanding the foregoing, any notices regarding day-to-day operations may be given orally, to be followed up in writing. Section 15.03 Indemnification Procedure. With respect to each indemnification included in this Contract, the indemnity is given to the fullest extent permitted by applicable Law and the following provisions shall be applicable. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim and the indemnifying Party shall have the right to assume its investigation and defense, including employment of counsel, and shall be obligated to pay related court costs and the indemnifying Party's attorneys' and experts' fees, and to post any appeals bonds; provided, however, that the indemnified Party shall have the right to employ at its expense separate counsel and participate in the defense of any Claim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. In order to prevent double recovery, the indemnified Party shall reimburse the indemnifying Party for reasonable payments or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other recovery made by the indemnified Party with respect to a covered event. Section 15.04 Entirety. This Contract, including the exhibits hereto, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those herein expressed. Except for any matters that, in accordance with the express provisions of this Contract, may be resolved by oral agreement between the Parties, no amendment, 22 1 26908019v.4 modification or change herein shall be enforceable unless reduced to writing and executed by both Parties. Section 15.05 Governing Law. This Contract shall be interpreted and construed in accordance with the applicable Laws of the State of New York, excluding conflicts of law principles which would refer to the laws of another jurisdiction; provided that the authority of each of Buyer and Seller to enter into and perform its obligations under this Contract shall be determined in accordance with the Laws of the state or commonwealth, as applicable, of formation of each Party. Section 15.06 Non -Waiver. No waiver of any breach of any of the terms of this Contract shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is claimed. No waiver of any breach shall be deemed a waiver of any other subsequent breach. Section 15.07 Severability. If any provision of this Contract, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Contract and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party. Section 15.08 Exhibits. Any and all exhibits referenced in this Contract shall be incorporated herein by reference and shall be deemed to be an integral part hereof. Section 15.09 Winding Up Arrangements. All indemnity obligations, audit rights and other provisions specifically providing for survival shall survive the expiration or termination of this Contract. The expiration or termination of this Contract shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination, or (b) the consequences of any breach or default of any warranty or covenant contained in this Contract. All obligations and liabilities described in the preceding sentence of this Section 15.09 , and applicable provisions of this Contract creating or relating to such obligations and liabilities, shall survive such expiration or termination. Section 15.10 Relationship of the Parties. The Parties shall not be deemed in a relationship of partners or joint ventures by virtue of this Contract, nor shall either Party be an agent, representative, trustee or fiduciary of the other. Neither Party shall have any authority to bind the other to any agreement. This Contract is intended to secure and provide for the services of each Party as an independent contractor. Section 15.11 Immunity. Buyer and Seller represent and covenant to and agree that each is not entitled to, and hereby waives any rights it may have to and shall not assert the defense of, sovereign immunity with respect to its obligations or any claims under this Contract. Section 15.12 Counterparts. This Contract may be executed and acknowledged in multiple counterparts and by different Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument. Section 15.13 Third -Party Purchase Agreement Provider and the Parties acknowledge and agree Beneficiaries. With the exception of the Receivables as provided in Section 15.14 with respect to the Trustee, that there are no third party beneficiaries of this Contract, ME1 26908019v.4 23 and that this Contract shall not impart any rights enforceable by any person, firm, organization, or corporation not a party to this Contract. Regarding the Receivables Purchase Agreement Provider, it shall be an express third party beneficiary of this Contract entitled, but not obligated, to enforce each of the covenants and provisions of this Contract. Each Party expressly acknowledges and agrees that, irrespective of any action taken or omitted to be taken by the Receivables Purchase Agreement Provider under or in connection with this Contract or otherwise in connection with the transactions contemplated by this Contract, the sole liability and obligation of the Receivables Purchase Agreement Provider in connection therewith shall be those obligations which are expressly undertaken pursuant to the Receivables Purchase Agreement. Section 15.14 Rights of Trustee. Pursuant to the terms of the Indenture, Seller has irrevocably appointed the Trustee as its agent to issue notices (including Remarketing Notices) and to take any other actions that Seller is required or permitted to take under this Contract, and as assignee of Seller under the Indenture and subject to the terms thereof, the Trustee shall have all rights of Seller to enforce Buyer's payment and other obligations under this Contract on behalf of the holders of the Bonds and the other parties secured under the Indenture. Buyer may rely on notices or other actions taken by Seller or the Trustee, and Buyer has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Seller. Section 15.15 Non -Publication of Index Price. Pursuant to the Prepaid Agreement, Seller and BPEC shall undertake a process to agree on a replacement Index Price (or on a method for determining a replacement Index Price) for the affected Gas Day(s) should any of the following events occur: (a) the failure of the price source to announce or publish information necessary for determining the Index Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the price source; (c) the temporary or permanent discontinuance or unavailability of the price source; (d) the temporary or permanent closing of any exchange acting as the price source; or (e) both Seller and BPEC agree that a material change in the formula for or the method of determining the Index Price has occurred. Seller shall involve Buyer in this process. If Seller incurs any costs associated with this process, such as payment to an independent third party, such costs shall be paid by Buyer. ARTICLE XVI CLOSING DOCUMENTATION Section 16.01 Closing Documentation. (a) The following documents shall be delivered by Buyer on or before the Effective Date of this Contract: (i) a completed and executed certificate of Buyer, in substantially the form attached as Exhibit D; (ii) a certificate of the Secretary or Assistant Secretary or other duly authorized representative of Buyer setting forth (i) the resolution or ordinance of its governing body authorizing Buyer to execute and deliver this Contract and to enter into the transactions contemplated hereby and any agreements relating thereto, in substantially the form attached as Exhibit , (ii) the appropriate individuals who are authorized to execute the Agreement and any such agreements, (iii) specimen signatures of such authorized 24 ME1 26908019v.4 individuals, and (iv) the organizational documents of Buyer, certified as being true and complete; (iii) such other documents, certificates and opinions as may be reasonably requested by Seller; and (iv) a legal opinion of counsel to the Buyer, in substantially the form of Exhibit F hereto, addressed to PEAK, the Trustee and the Receivables Purchase Agreement Provider to the effect that this Contract has been duly authorized, executed and delivered by Buyer and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. (b) Buyer shall provide to Seller such updates to the documents provided by Buyer pursuant to Section 16.01 (a) as Seller may reasonably request prior to be beginning of the Delivery Period. 25 1 26908019v.4 IN WITNESS WHEREOF, Seller and Buyer have caused this Contract to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. Hutchinson Utilities Commission 0 ammmuamu= M I N1 Title: Secretary PUBLIC ENERGY AUTHORITY OF KENTUCKY By: Name: Title: President and General Manager 26 ME1 26908019v.4 EXHIBIT A DAILY CONTRACT QUANTITY PEAK NOTE. Pl,A .tl]I 110l...bDEeR P() I.UlI 1I "mSON R444J RY` E NOVEMBER 2018 2,548 MMBTU DECEMBER 2018 3,073 MMBTU JANUARY 2018 3,745 MMBTU FEBRUARY 2019 4,062 MMBTU MARCH 2O19 3,492 MMBTU APRIL 2019 2,422 MMBTU MAY 2019 1,666 MMBTU JUNE 2019 1,360 MMBTU JULY 2019 1,299 MMBTU AUGUST 2019 1,124 MMBTU SEPTEMBER 2019 1,169 MMBTU OCTOBER 2019 1,838 MMBTU NOVEMBER 2019 2,548 MMBTU DECEMBER 2019 3,073 MMBTU JANUARY 2020 3,745 MMBTU FEBRUARY 2020 4,062 MMBTU MARCH 2O20 3,492 MMBTU APRIL 2020 2,422 MMBTU MAY 2020 1,666 MMBTU JUNE 2020 1,360 MMBTU JULY 2020 1,299 MMBTU AUGUST 2020 1,124 MMBTU SEPTEMBER 2020 1,169 MMBTU OCTOBER 2020 1,838 MMBTU NOVEMBER 2020 2,548 MMBTU DECEMBER 2020 3,073 MMBTU JANUARY 2021 3,745 MMBTU FEBRUARY 2021 4,062 MMBTU MARCH 2O21 3,492 MMBTU APRIL 2021 2,422 MMBTU MAY 2021 1,666 MMBTU JUNE 2021 1,360 MMBTU JULY 2021 1,299 MMBTU AUGUST 2021 1,124 MMBTU SEPTEM 3ER 2021 1,169 MMBTU OCTOBER 2021 1,838 MMBTU NOVEMBER 2021 2,548 MMBTU DECEMBER 2021 3,073 MMBTU JANUARY 2022 3,745 MMBTU FEBRUARY 2022 4,062 MMBTU MARCH 2O22 3,492 MMBTU APRIL 2022 2,422 MMBTU MAY 2022 1,666 MMBTU JUNE 2022 1,360 MMBTU JULY 2022 1,299 MMBTU A-1 1 2690019v.4 AUGUST 2022 1,124 MMBTU SEPTEMBER 2022 1,169 MMBTU OCTOBER 2022 1,838 MMBTU NOVEMBER 2022 2,548 MMBTU DECEMBER 2022 3,073 MMBTU JANUARY 2023 3,745 MMBTU FEBRUARY 2023 4,062 MMBTU MARCH 2O23 3,492 MMBTU APRIL 2023 2,422 MMBTU MAY 2023 1,666 MMBTU JUNE 2023 1,360 MMBTU JULY 2023 1,299 MMBTU AUGUST 2023 1,124 MMBTU SEPTEMBER 2023 1,169 MMBTU OCTOBER 2023 1,838 MMBTU NOVEMBER 2023 2,548 MMBTU DECEMBER 2023 3,073 MMBTU JANUARY 2024 3,745 MMBTU FEBRUARY 2024 4,062 MMBTU MARCH 2O24 3,492 MMBTU OVA EXHIBIT B DELIVERY POINTS AND INDICES 1111P,A]K INOTE: IFOR, HUTCHINSON REVUENV B-1 ME1 26908019v,4 EXHIBIT C NOTICE CONTACT AND PAYMENT INSTRUCTIONS NOTICES If to Seller: Public Energy Authority of Kentucky 516 Highland Ave. Carrollton, KY 41008 Attention: President and General Manager Telephone: (502) 732-0991 Fax: (502) 732-8777 E-mail: gballinger@peakgas.net with a copy to: BP Energy Company P.O. Box 3092 Houston, TX 77253-3092 If to Buyer: Attention: Confirmations Dept Telephone: 713-323-1866 Fax: 281-227-8470 PAYMENT INSTRUCTIONS Account No. ABA No, C-1 M 1 2690019v.A EXHIBIT D BUYER CERTIFICATE DATED: July 2711, 2018 The undersigned hereby certifies that he is the General Manager of the Hutchinson Utilities Commision ("Buyer"), and that as such he is authorized to execute this certificate on behalf of Buyer. This certificate is executed in connection with the Gas Supply Contract, dated as of , 2018 (the "Gas Supply Contract"), between Buyer and the Public Energy Authority of Kentucky ("PEAK" or "Seller"). Capitalized terms used and not otherwise defined in this Certificate have the meanings assigned to them in the Gas Supply Contract. Pursuant to the Indenture, Seller will issue the Bonds to finance the cost of acquisition of the Gas Supply Project, Gas from which will be sold to Buyer under the Gas Supply Contract. In connection with the foregoing, Buyer hereby certifies and represents as follows: Buyer is a Municipal Utility duly created and validly existing and in good standing under the laws of the Minnesota ("State") and has the corporate power and authority to enter into and perform its obligations under the Gas Supply Contract. Z The Gas Supply Contract has been duly authorized, executed and delivered by Buyer, is in full force and effect and constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Attached hereto as Annex A is a true, correct and complete copy of the resolution or ordinance of Buyer authorizing the execution and delivery of the Gas Supply Contract. 3. 1 have reviewed the statements and information relating to Buyer and its utility system attached as Annex B that are contained in the final Official Statement prepared by the Seller in connection with the sale of the Bonds with respect to the Bonds and, as of the date hereof and to the best of my knowledge, such statements and information are true and correct in all material respects and did not and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such statements, in light of the circumstances under which they were made, not misleading. 4. The authorization, execution and delivery of the Gas Supply Contract and compliance with the provisions thereof (a) will not conflict with or constitute a breach of, or default under, any instrument relating to the organization, existence or operation of Buyer, any commitment, agreement, bond resolution, bond, note, indenture or other instrument to which Buyer is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which Buyer (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State relating to Buyer and its affairs, and (b) will not result in, or require the creation or imposition of, any Lien on any of the properties or revenues of Buyer pursuant to any of the foregoing. 5. There is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency, public board or administrative body pending or, to the best of Buyer's knowledge, threatened, against Buyer which in any way D-1 ME 1 26908019v.4 affects or questions the validity or enforceability of any provision of the Gas Supply Contract, 6. Buyer has entered into the Gas Supply Contract for the purpose of acquiring a long-term supply of Gas (x) for sale to its Retail Customers, or (y) to produce electricity for sale to its Retail Customers. 7. Tax Certifications a. Buyer understands that PEAK will issue the Bonds to finance prepayment of the purchase price payable by PEAK for the Gas to be sold and delivered to Buyer under the Gas Supply Contract. Buyer further understands and acknowledges that PEAK will issue the Bonds as tax-exempt obligations under Sections 141- 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated thereunder (the "Regulations"). Sections 141- 150 of the Code and the Regulations impose certain conditions and requirements on Buyer's use of the Gas purchased by it under the Gas Supply Contract (the "Gas Supply") in order to establish and maintain the tax exemption for interest on the Bonds. Buyer understands that the statements made herein will be relied upon by PEAK in its effort to comply with the conditions imposed by the Code and the Regulations, and by Bond Counsel in rendering its opinion with respect to the exclusion from gross income for federal income tax purposes of interest on the Bonds. b. Definitions: For purposes of this Certificate: i. "Testing Period" means calendar years 2013 through 2017. "Service Area" means (A) any area throughout which Buyer provided, at all times during (x) the Testing Period, and (y) the period immediately following the Testing Period and ending on the Issue Date, natural gas transmission or distribution services or electric energy distribution services, or (B) any area recognized as the natural gas or electric distribution service area of Buyer under state or federal law. iii. "Issue Date" shall mean [Issue Date], 2018, the issue date of the Bonds. iv. "Governmental Person" means a state or local governmental unit or any instrumentality thereof. It does not include the United States or any agency or instrumentality thereof. v. "Retail Customer" shall mean a customer of Buyer located in the Service Area of the Buyer that purchases Gas or electricity, as applicable, for consumption and not for resale. vi. "Nongovernmental Agency" means any Person other than a Governmental Person. vii. "Private Use" means use of property, directly or indirectly, in any trade or business carried on by any Person, or any activity of any Person other than a natural person, in each case excluding Governmental Persons, D-2 ME1 26908019v.4 unless (1) such use is merely as a member of the general public, (2) such property is intended to be and is in fact reasonably available for use on the same basis as natural persons not engaged in a trade or business, and (3) no priority rights therein or special benefits therefrom are extended to such Person (other than customary and reasonable differences in rates and terms and conditions of service for different classes of users). For this purpose, property is considered to be "used" by a Person if it is owned by such Person or otherwise actually or beneficially used by such Person under a lease, management contract, output -type contract, or similar arrangement. For the avoidance of doubt, Private Use does not arise as a result of the receipt by a Nongovernmental Agency (including an industrial or commercial customer) of retail Gas service from Buyer under a generally applicable and uniformly applied tariff (including, for example, customary and reasonable differences in rates and terms and conditions of service for different classes of users). On the other hand, Private Use does arise, for example, if a Nongovernmental Agency receives retail Gas service for its trade or business from Buyer under a contract entered into between such Nongovernmental Agency and Buyer, other than bona fide requirements contracts satisfying the requirements of the Regulations. c. In accordance with the requirements of Sections 141-150 of the Code and the Regulations, Buyer certifies as follows: i. Buyer is a Municipal Utility that owns and operates either or both a gas distribution utility or an electricity distribution utility (the "System"). Attachment I hereto shows (A) the average annual amount of Gas either (x) sold by Buyer to Retail Customers within its Service Area during the Testing Period, or (y) used by Buyer to generate electricity for sale to Retail Customers within its Service Area during the Testing Period, (B) the maximum amount of Gas storage available to Buyer on the date hereof, and (C) the amount of Gas that Buyer has a right to acquire for the System from any Person in any year during the term of the Gas Supply Contract. iii. Buyer owns and operates the System and reasonably expects to use all of the Gas Supply solely to (x) furnish Gas to its Retail Customers located in its Service Area in the normal and customary operations of the System, or (y) generate electricity for sale to its Retail Customers located in its Service Area in the normal and customary operation of the System. iv. The amount of Gas to be acquired under the Gas Supply Contract during any year, plus the amount of Gas otherwise available to Buyer for the System as of the Issue Date, does not exceed the sum of (A) the annual average amount during the Testing Period of Gas purchased by Retail Customers of Buyer, (B) the amount of Gas to be used by Buyer to generate electricity for sale to Retail Customers of Buyer, and (C) the amount of Gas to be used to transport the Gas acquired under the Gas Supply Contract to the System during the year. For purposes of the preceding sentence, the "amount of Gas otherwise available to Buyer for D-3 ME1 26908019v.4 the System as of the Issue Date" means the sum of (1) the amount of Gas held by Buyer for the System on the Issue Date, and (II) the amount of Gas that Buyer has an obligation to purchase for the System in any year during the term of the Gas Supply Contract, divided by [ ] (the number of years in the Gas Supply Contract). v. Buyer will not engage in any intentional act to render the volume of Gas acquired under the Gas Supply Contract to be in excess of (A) the amount of Gas needed to serve Retail Customers of Buyer, and (B) the amount of Gas used to transport the acquired Gas to the System. Buyer reasonably expects that all amounts paid for Gas acquired pursuant to the Gas Supply Contract will be derived from current revenues from operations of the System. vi. The Gas Supply is to be used in the Service Area. Therefore, the Gas Supply may not be used in any expansion of the Service Area occurring after the date of this Certificate unless Buyer receives the prior written approval of PEAK and agrees to comply with such conditions and limitations as PEAK may require, provided however that Buyer may expand its Service Area for this purpose, without seeking approval of PEAK, to any area contiguous to its existing Service Area if permitted by State law. vii. Except to the extent set forth in the Gas Supply Contract, or a prior written consent of PEAK delivered to Buyer, Buyer will not permit any portion of the Gas Supply to be used for a Private Use. In determining compliance with this requirement, Buyer will inform PEAK of the current existence of, and during the term of the Gas Supply Contract will notify PEAK prior to entering into, any of the following types of contracts or arrangements: (A) Any sale or other disposition to a Nongovernmental Agency of all or any part of the System; (B) Any lease of or management contract for the operation of all or any part of the System if such lease or management contract is with a Nongovernmental Agency; (C) Any contract providing for the sale of Gas delivered under the Gas Supply Contract to a Nongovernmental Agency; and (D) Any arrangement that conveys to a Nongovernmental Agency priority rights or any other preferential benefits to use of the output of the System (other than customary and reasonable differences in rates and terms and conditions of service for different classes of users). Buyer will not use any of the types of contracts or arrangements described in A through D above without the prior written approval of PEAK and under PEAK's the written instruction, provided, however, that arrangements providing for the retail sale of Gas from the System to the general public (including private businesses as members of the general public) solely on the basis of rates or charges that are generally applicable and uniformly applied do not have to be reported to PEAK. D-4 ME1 26908019v.4 8. The undersigned has been duly authorized to execute and deliver this certificat,-. • behalf • Buyer. 0 Name: Jeremy J. Carter ZMMMML�� am D-5 MEI 26908019v.4 Ul I, I ki I [insert Buyer's resolution in the form of Exhibit G] ANNEX B [TBD] D-6 MEI 26908019v.4 EXHIBIT E FORM OF REMARKETING NOTICE [Date] To: Public Energy Authority of Kentucky, Seller Check the box to indicate type of remarketing. M Monthly Period for which remarketing is requested: .1 20_ through , 20_ Buyer requests that Seller remarket the quantities of Gas listed below pursuant to Article IX of the Agreement for the following reason(s): E-1 1 2690019v.4 EXHIBIT F OPINION OF COUNSEL TO BUYER [dated as of Closing], 201 Public Energy Authority of Kentucky Post Office Box 299 516 Highland Avenue Carrollton, Kentucky 41008 Attn: President and General Manager Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 The Bank of New York Mellon Trust Company, N,A One Wall Street New York, NY 10286 BP Energy Company 201 Helios Way Houston, TX 77079 Re: Gas Supply Contract between Public Energy Authority of Kentucky and Buyer [Name] Ladies and Gentlemen: I am the duly appointed and acting Attorney for and have acted as counsel to the Board of Commissioners for the Hutchinson Utilities Commission ("Buyer") in connection with the Gas Supply Contract between Public Energy Authority of Kentucky ("PEAK") and the Buyer dated as of �_j1, 2018 (the "Gas Supply Contract'). PEAK acquired a supply of natural gas (the "Gas Supply") from BP Energy Company ("Supplier") pursuant to the Prepaid Natural Gas Purchase and Sale Agreement, dated as of f ... , 2018, between Supplier and PEAK with the net proceeds of its Gas Supply Revenue Bonds 2018 Series B. PEAK will sell a portion of the Gas Supply to the Buyer under the Gas Supply Contract. Unless otherwise specified herein, all terms used but not defined in this opinion shall have the same meaning ascribed to them in the Gas Supply Contract. In connection with this opinion, I have assumed the genuineness of all signatures (other than the signatures of officers and directors of the Buyer) and the authenticity of all items submitted to me as originals and the conformity with originals of all items submitted to me as copies, and I am aware of no facts or circumstances that might indicate that these assumptions are not correct. I have further assumed the due authorization, execution and delivery of the Gas Supply Contract by PEAK. In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the following: F-1 ME 1 26908019v.4 (a) Resolution No. _, duly adopted by the governing body of Buyer on July 271h , 2018 (the "Resolution") authorizing Buyer to execute and deliver the Gas Supply Contract; (b) Executed counterparts of the Gas Supply Contract, together with each of the Exhibits thereto; and (c) Such other documents, information, and facts as are necessary for me to render the opinions contained herein. Based upon the foregoing, I am of the opinion that: (i) The Buyer is a municipal utility duly organized and validly existing under the laws of the state of Minnesota (the "State"), and has the power and authority to deliver gas to retail gas customers desiring such service from the Buyer within its service area, to own its properties, to carry on its business as now being conducted, to execute, deliver, and perform the Gas Supply Contract. (ii) The rates charged by the Buyer to its retail gas customers are currently not regulated by any state or federal regulatory authority. (iii) The Buyer has lawful authority to own, operate, and manage its gas distribution utility and to fix and collect rates, fees and other charges in connection with such distribution system. (iv) The governing body of the Buyer has duly authorized executed, and delivered the Gas Supply Contract and do not and will not require, subsequent to the execution of the Gas Supply Contract by the Buyer, any consent or approval of the governing body or any officers of the Buyer. (v) The Gas Supply Contract constitutes the legal, valid, and binding obligation of the Buyer, enforceable in accordance with its terms. The Buyer complied with any applicable procurement requirements of State or local law prior to entering into the Gas Supply Contract. (vi) The authorization, execution and delivery of the Gas Supply Contract and compliance with the provisions thereof (a) will not conflict with or constitute a breach of, or default under, any instrument relating to the organization, existence or operation of the Buyer, any commitment, agreement, bond resolution, bond, note, indenture or other instrument to which the Buyer is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the Buyer (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State relating to the Buyer and its affairs, and (b) will not result in, or require the creation or imposition of, any Lien on any of the properties or revenues of the Buyer pursuant to any of the foregoing. The foregoing assumes that all payments under the Gas Supply Contract are operating expenses of the Buyer's municipal utility system, as described in the Gas Supply Contract. (vii) As of the date of the Gas Supply Contract, to the best of my knowledge after due inquiry, there is no pending or threatened action or proceeding against or affecting the Buyer which in any way would adversely affect the legality, validity, or enforceability of the Gas Supply Contract, F-2 ME1 26908019v,4 (viii) The foregoing opinion with respect to the enforceability of the Gas Supply Contract is subject to the effect of bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, to the exercise of judicial discretion in the appropriate case, and to the limitations imposed by general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Gas Supply Contract and any related documents and upon the availability of injunctive relief or other equitable remedies. My opinion as to enforceability is limited by standards of good faith, fair dealing, materiality, and reasonableness that may be applied by a court to the exercise of certain rights and remedies; limitations based on statutes or on public policy limiting a person's right to waive the benefits of statutory provisions or of a common law right; and limitations releasing a party from or indemnifying a party against liability for its own wrongful or negligent act when such release or indemnification is contrary to public policy. This opinion is rendered solely for use and benefit of the addressees in connection with the Gas Supply Contract and may not be relied upon other than in connection with the Gas Supply Contract, or by any other person or entity for any purpose whatsoever, nor may it be quoted in whole or in part or otherwise referred to in any document or delivered to any other person or entity without the prior written consent of the undersigned. This opinion is given as of the date hereof and no opinion is expressed as to the effect of future applicable laws or court decisions. I assume no obligation, and expressly disclaim any obligation, to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to my attention or as to any change in laws which may hereafter occur. Very truly yours, F-3 Mn 1 zsso o1sv.a EXHIBIT G BUYER'S AUTHORIZING RESOLUTION RESOLUTION # RESOLUTION OF THE HUTCHINSON UTILITIES COMMISSION OF HUTCHINSON, MINNESOTA (i) AUTHORIZING THE EXECUTION OF A GAS SUPPLY CONTRACT ("CONTRACT') WITH THE PUBLIC ENERGY AUTHORITY OF KENTUCKY ("PEAK") FOR THE PURCHASE OF NATURAL GAS FROM PEAK; (ii) ACKNOWLEDGING THAT PEAK WILL ISSUE ITS GAS SUPPLY REVENUE BONDS TO FUND THE PURCHASE OF A SUPPLY OF NATURAL GAS FROM BP ENERGY COMPANY ("BPEC"), WHICH GAS WILL BE USED TO MAKE DELIVERIES UNDER THE CONTRACT; AND (iii) FOR OTHER PURPOSES WHEREAS, the Hutchinson Utilities Commission of Hutchinson, Minnesota owns and operates a municipal gas distribution and electric utility and is authorized by the provisions of the City of Hutchinson City Charter to acquire, purchase, transport, store and manage supplies of gas necessary to meet the requirements of the residential, commercial and industrial customers served by such utility; and WHEREAS, the acquisition of secure, reliable and economic supplies of natural gas is necessary for the prudent and businesslike operation of the utility owned by the Hutchinson Utilities Commission, the continued economic development of its community and the promotion of the public health, safety and welfare; and WHEREAS, the Public Energy Authority of Kentucky which was formed pursuant to the Natural Gas Acquisition Authority Act, KRS 353.400 to 353.410, has offered to sell to the Hutchinson Utilities Commission pursuant to the Contract, a supply of natural gas in the quantities on the dates set forth in the Contract, on the condition that PEAK issues its Gas Supply Revenue Bonds, 2018 Series B (the "Bonds") the proceeds of which will be used to acquire a supply of natural gas (the "Gas Supply") pursuant to a Prepaid Agreement with BPEC (the "Prepaid Agreement'); and WHEREAS, the Hutchinson Utilities Commission is a Government Agency, as such term is defined in the Gas Supply Contract, and desires to enter into the Contract with PEAK. NOW, THEREFORE, BE IT RESOLVED by the Hutchinson Utilities Commission of Hutchinson, Minnesota as follows: 1. The Hutchinson Utilities Commission hereby approves the execution and delivery of the Short Term Gas Supply Contract, in substantially the form previously submitted to the Hutchinson Utilities Commission and attached hereto as Exhibit A, pursuant to which the Hutchinson Utilities Commission will agree to purchase specified quantities of natural gas from PEAK, such deliveries to be made on the dates, at the volumes and for the prices set forth in such Gas Supply Contract. 2. The General Manager of the Hutchinson Utilities Commission or his designee is hereby authorized to execute any such other closing documents or certificates which may be required or contemplated in connection with the execution and delivery of the Contract or carrying out the intent and purpose of this resolution. G-1 E1 2690019v.4 ATT JRtur ru ur, ITS President Attest: .jjj L , e ITS Secretary Attest: 11 G-2 ME1 26908019v.4 HUTCHINSON UTILITIES COMMISSION�� Board Action Form �'Ylkll'M1'k� Agenda Item: Approve Requisition 7618 to Provide for Purchase of Natural Gas Diaphragm Meters Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 2 New Business Attachments: Yes BACKGROUND/EXPLANATION OF AGENDA ITEM: The Natural Gas Division has a need for additional residential diaphragm meters to replace the 1960's era meters being removed, and retired, as well as for new construction. Meters are being purchased with AMI module installed by manufacturer. Monies are in place in the Natural Gas Division's 2018 capital budget for this purchase. BOARD ACTION REQUESTED: Approval of requisition number 7618 to provide for purchase of natural gas diaphragm meters with AMI modules attached. Fiscal Impact: $57,133.13 + Freight Included in current budget: Yes Budget Change: No PROJECT SECTION: Total Project Cost: Remaining Cost: ' UTILITIES HUTCHINSON PURCHASE REQUISITION HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST SE HUTCHINSON, MN 55350 Phone:320-587-4746 Fax:320-587-4721 GROEBNER & ASSOCIATES INC 21801 INDUSTRIAL BLVD ROGERS, MN 55374 Note: Description: Residential Natural Gas Meters Date Requisition No. 06/05/2018 007618 Required by: Requested by: JWebster Item No. part No. Description Qty Unit Due Date Unit Price Ext. Amount SENSUS R-275, TEMPERATURE COMPENSATED - NATURAL GAS RESIDENTIAL METER, 5 PSI CASE, DIRECT READ 4 DIGIT, 2 FT. INDEX, 20 LT CONNECTIONS, GRAY PAINT, WITH SENSUS 10OGM AMI MODULES INSTALLED AT 1 000-00000 FACTORY, AVERAGE ACCURACY TO BE 100 300.00 EA 06/05/2018 $190.444 $57,133.20 +/- 0.2% WITH 1.0% OR LESS BETWEEN FLOWS, COMPANY BADGES TO STATE "HUTCHINSON UTILITY COMM", COMPANY BADGE NUMBERED BEGINNING WITH B6972 THROUGH B7271. MFG. PART: Total 67,133.13 Date Printed: 06/21/2018 Requisitioned By: JWebster Page: Ill -..-w ......... .. .-.-.. ...... . GROEBNER & ASSOCIATES, INC. - QUOTE 21801 Industrial Blvd REPRINT Rogers, MN 55374 ----- - --- 612-930-0930 Fax Number 048253 GROEBNER Phone: 800-638-8322 Date 06/12/2018 Page 1 Ship -to SAME Bill -to: 256 Hutchinson Util. Comm Hutchinson Util. Comm 225 Michigan Street 225 Michigan Street Hutchinson, MN 55350 Hutchinson, MN 55350 nce Expires Slsp Reference Terms Wh Freight Ship Via _ ..__._.... �......... i . .,„_ _ . ... EST WAY 01 PRE/ADD B /I8 30 II NET 25 DAYS Quoted By CHRISTINE DOMBROVSKI Quoted To 3ASON STURGES —7 Item Description Ordered UM Price UM Extension _.._ R275TCDR-20LT METER-R275TC,20 LT,1/2'&2' TST 300 EA 84.550 EA 25365.00 DIRECT READ,TEMP COMP, 5# CASE BADGES TO READ: HUTCHINSON UTILITY COMM BADGE # B6972 - B7271 5399255510000M SMART POINT, l00GM-A,2 WAY,NA2G 300 EA 90.893 EA 27267.90 SENSUS 275 METERS, I IT GEAR INSTALLATION INSTALLATION OF SMART POINTS 300.00 EA 2.750 EA 825.00 SHIPPING NOT INCLUDED i ** PRICING VALID TO 6/29/18 AS THERE IS A PRICE INCREASE FROM VENDOR ON 6/30/18 ** � T ,-.., ._._. i ke""-h6nd/3@ .......w. .......,...�..,,,.,.. ,.,,. :. . �w., w,.... �.. .,-... .,.... .....�,.,. ...c. .w�. M,w�, .......: ......�.... ...,�_"___. �...... .wow.,,... .�,,,,,, ,..� 53457.90 00 ; 3675.23 57133.13 RE°11.DRNS ARE SUBJECT TO 25% RES"I'OCKfNG CHARGE. Page We sent this toour supplier and they just got back tous. The total for the meters and AM[ modules (factory installed) would be $59,02.85 Shipping isnot included and would becharged atcost, best rate that could befound attime ofshipping. The quote from the factory is stated as good through 6/28, Sensus is having a price increase 6/30 Stated lead time from order is12weeks from factory. Sent: Friday, June 8, 2018 7:49 AM To: Sean Silvernail <ssilYerna.il@,eei.com>