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06-29-2016 HUCMMINUTES Regular Meeting — Hutchinson Utilities Commission Wednesday, June 29, 2016 Call to order — 3:00 p.m. President Luhring called the meeting to order. Members present: President Donna Luhring; Vice President Monty Morrow; Secretary Mark Girard; Commissioner Anthony Hanson; Commissioner Robert Wendorff; Attorney Marc Sebora; General Manager Jeremy Carter. Conflict of Interest None President Luhring requested Agenda Item 8g, 2015 CIP Update, be moved up. Nick Nelson presented the 2015 Conservation Improvement Plan which is done on an annual basis. (CIP update attached.) 2. Approve Consent Agenda a. Approve Minutes b. Ratify Payment of Bills A motion was made by Vice President Morrow, seconded by Commissioner Hanson to approve the Consent Agenda. Motion was unanimously carried. 3. Approve Financial Statements Jared Martig presented the financial statements. After discussion, a motion was made by Secretary Girard, seconded by Commissioner Wendorff to approve the financial statements. Motion was unanimously carried. 4. Open Forum 5. Communication a. City Administrator — Matthew Jaunich L The City is in the process of closing a deal on an 87 unit apartment complex by Ridgewater College. ii. Negotiations continue for the hotel being built on Highway 7. iii. Work on the aquatic center has started. b. Divisions L Randy Blake — 1. Attended Midwest Turbine Users Group meeting a couple weeks ago. ii. Dave Hunstad — 1. Working on the new aquatic center this week. 2. Continuing to work on road projects. 3. The second outage of the year occurred on Monday night on the Northwest part of town. iii. Jared Martig - 1. Nothing to report. iv. John Webster - 1. Working on the Lafayette interconnect project. 2. Minnesota Municipal Gas Association is looking at a potential 30 year prepay deal for natural gas. It would not impact any of the base load gas HUC has already purchased. v. Brenda Ewing — 1. Nothing to report. c. Legal — Attorney Sebora i. Nothing to report. d. General Manager — Jeremy Carter i. Continuing to work on the CIP information. ii. Meeting tomorrow with the director of member services of MRES. She is visiting other utilities as well to discuss any concerns and what areas MRES can help with. iii. Attended Clean Power stakeholder meeting this week. We discussed the rate based modeling, how the emissions credit would work and how the market would be established. iv. Preparing for HUC Union negotiations. 6. Policies a. Review Policies i. Emergency Leave ii. Military Leave iii. Establishing a New Electric/Natural Gas Account No changes were recommended. b. Approve Changes i. Unpaid Extended Leave of Absence The changes recommended were made for clarification. ii. Family Death The changes recommended were made for clarification. iii. Hutchinson Utilities Commission The changes recommended were made for clarification. iv. Delegation of Authority The changes recommended were made for clarification. A motion was made by Commissioner Hanson, seconded by Vice President Morrow to approve the changes to Unpaid Extended Leave of Absence, 2 Family Death, Hutchinson Utilities Commission, and Delegation of Authority. Motion was unanimously carried. (Changes attached.) 7. Unfinished Business a. Update on Pack Gas Discussions GM Carter explained they received a summary report from the City of New Ulm that was prepared by the consultant New Ulm hired. We requested from New Ulm that they provide the detailed calculations behind the summary report which we have not received yet. Attorney Sebora has followed up with their attorney to get this information. 8. New Business a. Approve Purchase of Horizontal Filter Skid for Lafayette Natural Gas Interconnect Station Hutchinson Utilities must install natural gas filtering equipment in the Lafayette Interconnect Station to ensure that the natural gas delivered is free of debris. Hutchinson Utilities solicited bids from S&S Technical, Inc., Nelson Technologies, Inc. and R. W. Lyall & Company, Inc. for the horizontal filter skid. After discussion, a motion was made by Commissioner Hanson, seconded by Vice President Morrow to approve the purchase of horizontal filter skid for the Lafayette Natural Gas Interconnect Station. Motion was unanimously carried. b. Approve Coriolis Meter Skid with Building for Lafayette Natural Gas Interconnect Station In order to transport natural gas for Greater Minnesota Gas Transmission/United Natural Gas, Hutchinson Utilities' Natural Gas Division must construct an interconnect station at the delivery point. This station will be directly adjacent to the natural gas pipeline on 350th Street, County Road 1, approximately 4.5 miles west of Lafayette, Minnesota. Hutchinson Utilities solicited bids from S&S Technical, Inc., Nelson Technologies, Inc. and R. W. Lyall & Company, Inc. for the Coriolis meter skid with building. After discussion, a motion was made by Vice President Morrow, seconded by Secretary Girard to approve the Coriolis meter skid with building for the Lafayette Natural Gas Interconnect Station. Motion was unanimously carried. c. Approve RTU Building for Lafayette Natural Gas Interconnect Station Hutchinson Utilities must install a RTU building, electronics building, in the Lafayette Interconnect Station. Hutchinson Utilities solicited bids from S&S Technical, Inc., Nelson Technologies, Inc. and R. W. Lyall & Company, Inc. for the RTU building. Nelson Technologies, Inc. included cost of pressure transmitter, temperature transmitter, platinum RTD sensor and manifold to the cost of RTU building. Remaining bidders assigned costs to the Coriolis meter skid with building. Nelson Technologies, Inc. has the lowest overall total cost for the entire project, fastest delivery time and Hutchinson Utilities' current pipeline skids have been fabricated by Energy Meter Systems. Energy Meter Systems is currently represented by Nelson Technologies, Inc. 3 All expenses incurred by Hutchinson Utilities for the Lafayette Interconnect Station shall be reimbursed by Greater Minnesota Gas Transmission. After discussion, a motion was made by Secretary Girard, seconded by Commissioner Wendorff to approve the purchase of the RTU building for Lafayette Natural Gas Interconnect Station. Motion was unanimously carried. (Bid Comparison and backup information attached.) d. Approve Operating Agreement, Natural Gas Facilities — Heartland Corn Products Heartland Corn Products has requested that the Natural Gas Division of Hutchinson Utilities Commission commence performing the operation and maintenance, as required by the Department of Transportation, of the natural gas facilities at their manufacturing site at 53331 State Highway 19, Winthrop, Minnesota. The natural gas facilities currently consist of an 8 inch Sensus auto correcting turbine meter, a Mercury pressure and temperature correcting device, dual monitoring regulator runs, dual inlet line filters, valving equipment as well as above and below ground piping. This facility will be operated with a separate operator identification number requiring compliance with all Department of Transportation mandated programs such as Public Awareness, Drug and Alcohol Testing, Integrity Management, leakage surveys, annual valve inspection and maintenance, annual regulator inspection and maintenance, etc. A motion was made by Secretary Girard, seconded by Vice President Morrow to approve the Operating Agreement, Natural Gas Facilities — Heartland Corn Products. Motion was unanimously carried. (Bid comparison and backup information attached.) e. Approve HUC Compensation Plan GM Carter presented the Springsted consultant's revision on the compensation plan recommendations. Some changes the consultant recommended were an open based performance system with a minimum, midpoint, and maximum grade range versus the step based system, pay adjustments to make sure positions stay at a market competitive rate, use of the SAFE System, and a 2016 pay grid. GM Carter requested the Board approve accepting the compensation study as presented along with approving the recommendations on position classifications, pay grades, the on-going use of the SAFE System to classify positions, and the 2016 pay grid. After discussion, a motion was made by Commissioner Hanson, seconded by Secretary Girard to approve the HUC Compensation Plan. f. Approve Property and Liability Insurance Jared Martig presented the 2016 property and liability insurance through the League of Minnesota Cities Insurance Trust in the amount of $75,676. HUC did not receive other quotes as it is rare to find a company that is cheaper. A 4 motion was made by Vice President Morrow, seconded by Secretary Girard (Property and Liability Insurance Invoice attached.) g. 2015 CIP Update (This agenda item was moved after agenda item Conflict of Interest) 9. Adjourn There being no further business, a motion was made by Commissioner Hanson, seconded by Commissioner Wendorff to adjourn the meeting at 3:45 p.m. Motion was unanimously carried. Mark Girard, Secretary ATTEST:la,4t Gt Donna Luhring, President 5 2013-2015 Hutchinson CIP Electric recap. The total 1.5% kWh savings goal for the year, which is the most important goal of the Minnesota CIP program, most utilities are struggling with to achieve. In 2015, HUC saved 0.5% for a total of 1,562,981.00 total kWh. That is down from 2014 by 1,615,787.00 kWh. The reason for the decline is many industrial and commercial customers did not do as many projects this past year. The trend is that the "low hanging fruit" projects have all been completed. HUC was able to meet our goal of 0.2% spending on low income families having spent 0.4%. HUC does see decent savings from low income homes due to the ability to claim savings from the weatherization of the home. HUC is not able to do the same on non -low income homes. HUC spent more in 2015 than in 2014 by $6,944. That put HUC at a 1.0% spending on total CIP expenditures. As a secondary goal of the CIP ' program, the state wants utilities to spend at a minimum 1.5% of their gross operating revenues, but in doing so, those projects also must show kWh savings attached to the project. By doing so, it limits utilities from spending money to meet the spending requirement without trying to achieve the primary goal of kWh savings. Gas recap. The total savings in 2015 on the gas report is a 1.1% annual savings. That is down by 0.4% from 2014. The total MCF savings for the 2015 report is 17,491 MCF, which is down 6,312 MCF from the prior year. In 2014, HUC saved 23,803 MCF. HUC will meet the low income program goal of .2% with a spending of 0.4%. Similar to the electric side, there are very good savings on the weatherization of the homes on the low-income housing side that HUC is not able to claim on the normal residential side. HUC did meet the 1.5% spending requirement on the gas side but the state looks at the MCF savings as the number one priority. Totals - Hutchinson Utilities Commission (MRES Member) N ow WON $225,719 $236,903 $243,847 "I M-UMORROMMO-0019JONAWN 0.9%1 0.9%1 1.0% , j #dj, $225,719 $236,903 I $243,847 � _ 4'tl,07,A'OJ t M9 57.8%1 62.2%1 66.5% 0.3%1 $12,9841 $11,8241 $18,498 A*,, As"7& eorlti'Ag,� I v ow, kowix VIA 0.2%1 0.2%1 0.4% Oimldh011 Ii, I, 0 es -I $200,000 1 $o $0 nr41Ait riqljpq6lValen Sa V16gs,"IkW 61, 01 01 0 01 01 0 �j� �,,Peman 'Mcle,Savings At Generator (kwh�] 2,194,6701 3,178,7681 1,562,981 ` ditiia Savin` ' P�kWh) 2,194,6701 3,178,7681 1,562,981 E'n"'e-,r"!"gl,y"S",,a*,i'es: 1 0.8%1 1.1%1 0.5% spend i'ni"&"*S-a'v'in'g's'Ga"s!"-,',,'�.,.,'.,"'?-:,,-'� �201 ctua irs 10'Ekpend" P, it'6res,4I $67,955 $125,161 $182,725 EX'"end to esu /," 'Wi U"IsQ qOR:- 0.5%1 1.3%1 1.55 Tota ow ncome'1" fi�end6res" $10,330 $9,473 $18,964 e"i4mr6As bp"e"r-kinig Revenue,,: 0.2%1 0.3%1 0.45 g, 6,5251 23,8031 17,49: 4 nualbier 0.4%j 1.5%1 1.15 Exempt UNPAID EXTENDED LEAVE OF ABSENCE The General Manager may grant an employee's request for an extended leave of absence without pay. The unpaid leave of absence shall be a minimum length of one month and a maximum length of six months. Employees on an extended leave of absence for one month or longer which is not governed by the FMLA, are required to pay the full cost of any health, long-term disability or life insurance premium during the leave of the absence. Employees on unpaid leave of absence shall not earn vacation and sick leave. No employee shall be granted a leave of absence in order to accept a different position with another employer. Acceptance of a full-time position with another employer shall be deemed a resignation of the employee's position with HUC. Non -Exempt UNPAID EXTENDED LEAVE OF ABSENCE The General Manager may grant an employee's request for an extended leave of absence without pay. The unpaid leave of absence shall be a minimum length of one month and a maximum length of six months. Employees on an extended leave of absence for one month or longer which is not governed by the FMLA, are required to pay the full cost of any health, long-term disability or life insurance premium during the leave of the absence. Employees on unpaid leave of absence shall not earn vacation and sick leave. No employee shall be granted a leave of absence in order to accept a different position with another employer. Acceptance of a full-time position with another employer shall be deemed a resignation of the employee's position with HUC. Exempt FAMILY DEATH Employees may take a leave of absence with pay in the event of a death in the employee's immediate family. Time allowed with pay for exempt employees may not exceed five (5) days per family member. The paid time off will not be deducted from the employee's paid leave banks. If an employee is called to participate in the funeral services for the death of a person who is not a member of the employee's immediate family, an employee will receive four hours paid leave of absence. Non -Exempt FAMILY DEATH See Union Contract. 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 Web Address www.hutchinsonutilities.com Adopted July 31, 2013 Amended June 29, 2016 Delegation of Authority From time to time the General Manager will be absent. When the situation warrants, every effort to contact the General Manager will be made. If contacting the General Manager is unsuccessful and the situation still exists, the General Manager's full authority will be g+v,-R delegated to the Dior of the Natural Gas Division Director. If contacting the Director is unsuccessful and the situation still exists, the General Manager's full authority is gike delegated to the Department Managers; Transmission and Distribution, Engineering Services, Production, Financial/Customer Service. Once Authority has been delegated, the General Manager will be informed of anv actions taken or decisions made the decici„nc by the respective director or managers made. LAFAYETTE INTERCONNECT STATION FILTER SKID, METER SKID AND ELECTRONIC BUILDING HORIZONTAL FILTER SKID CORIOLIS METER SKID W/BUILDING RTU BUILDING SUB -TOTAL SHIPPING PACKAGING AND LOADING START-UP OF CORIOLIS & SG METERS TOTAL DELIVERY NOTES INELSON/EMS I R.W. LYALL I S&S TECHNICAL $37,754.40 $98,999.73 $17,368.05 $154,122.18 $1,975.00 INCLUDED $156,097.18 $28,095.00 $125,175.00 $10,419.00 $163,689.00 INCLUDED INCLUDED $49,580.00 $182,150.00 $37,750.00 INCLUDED I '1'200/DAY ALL EXPE $163,689.00 $269,905.00 PLUS SHIPPING & START-UP 12 WKS FOLLOWING 14 - 16 WKS LEAD TIME + 3 DRAWING APPROVAL 4 WKS ASSM INSTALLING SALON SKIDS NOT DESIGNED TO BALL VALVES DUE HUC TO PAST EXPERIENCE REQUESTED/REQUIRED WITH AOP VALVES MAOP 4 WKS DRAWING APPROVAL + 10 - 12 WKSTO SHIPMENT HUTCHINSON UTILITIES COMMISSION LAFAYETTE INTERCONNECT REQUEST FOR PROPOSAL FOR THE FOLLOWING: HORIZONTAL FILTER, 3,600 MCF/D TAG: LAFAYETTE INTERCONNECT A. SKID MOUNTED B. ASME CODE C. FULL PORT, BALL VALVES D. RADIOGRAPHIC PIPING TO API -1 104 E. HYDROTEST PIPING TO 2220 PISG FOR 4 HOURS MINIMUM F. MTRs G. CAD DRAWINGS H. ONE COAT OF SHOP PRIMER AND ONE COAT WHITE ENAMEL PAINT. I. ANSI 600 J. SKID INLET PIPING — 4" K. SKID OUTLET PIPING — 4" L. FILTER MAKE — NOWATA M. FILTER MODEL — GZAC 1 C 144W3CJN N. VALVES — AOP (WHEELS ON ALL VALVES 4" AND LARGER, LOCKING HANDLES ON ALL VALVES SMALLER THAN 4) 0. XYLAN COATED STUDS AND NUTS (ALL) — NOT PAINTED 2. CORIOLIS METER SETTING W/BYPASS, BLOCK VALVES, PRESSURE AND TEMPERATURE CORRECTION, FISHER FLOW -BOSS FLOW COMPUTER WITH LIVE SPECIFIC GRAVITY CORRECTION, 0.5 — 150 MCFH TAG: LAFAYETTE INTERCONNECT A. SKID MOUNTED B. METER BUILDING W/HEAT TO ENCLOSE METER SKID C. FULL PORT, BALL VALVES D. RADIOGRAPHIC PIPING TO API -1 104 E. HYDROTEST PIPING TO 2220 PISG FOR 4 HOURS MINIMUM F. MTRS G. CAD DRAWINGS H. ONE COAT OF SHOP PRIMER AND ONE COAT WHITE ENAMEL PAINT. I. ANSI 600 J. FLOW CALIBRATION K. HUTCHINSON UTILITIES WILL PURCHASE AND INSTALL RTU L. MINIMUM FLOW — 25 CFH M. MAXIMUM FLOW — 150 MCFH N. METERING AT 950 PSIG TYPICAL 0. PRESSURE MONITORING P. ACCEPTABLE ACCURACY AT MINIMUM FLOW: 99 — 10 1 % Q. DUAL METER RUNS (IF REQUIRED) ACTUATORS AND ASSOCIATED EQUIPMENT/SOFTWARE INCLUDED ON SKID. R. INLET PIPING — 4" S. OUTLET PIPING — 4" T. VALVES — AOP (WHEELS ON ALL VALVES 4" AND LARGER, LOCKING HANDLES ON ALL VALVES SMALLER THAN 4") U. XYLAN COATED STUDS AND NUTS (ALL) — NOT PAINTED 3. ELECTRONICS BUILDING A. SIZE: 6'x 6' TYPICAL B. HEAT AND COOL NELSON TECHNOLOGIES, INC. 9701 Valley View Road, Eden Prairie, MN 55344 - (952) 835-1895 - Fax (952) 835-4614 NELSON TECHNOLOGIES QUOTATION Quoted To, Hutchinson Utilities 225 Michigan Street, SE Hutchinson, MN 55350 Attn, John Webster ItemI Qty No. Description RTU BUILDING RTU Building Skid Design: 4'x 6' RTU desert tan building mounted on a 4' channel iron x 8' skid. Customer to procure and install Flow Computer. Major Components: (1) 2668 Commercial Steel Insulated Door with Panic Hardware and Half Glass (1) 12" x 12" Bulkhead for tubing coming in; locate on back wall in center. (2) 12" x 12" louvered vents (One high, One low). Floor and walls will be insulated with spray foam insulation. Interior walls will be 29 Ga. preformed sheet metal. 3' Mesal Shelf installed next to Din Rail for customer to install flow computer Floor will be raised pattern (checkered steel). (1) AC / Heat Pump - 8000 BTU cooling - 3850 BTU Heating - Friedrich Model EP08G11 (1) 12 Lug - 100 amp main — Load center with (2) 20 amp SP Breakers (1) Universal Junction box installed inside to stub out to load center Date: 5/161'16 Quotation: 50616-1778MACIWi Application: Lafayette Skids Location: Hutchison, MN Requisition: Mike Nelson F.O.B.: Origination Terms: Net 10 Days Page: i of 5 Unit Total Estimated Price Price ( Ship Date $17,868.05 $17,368.05 Piping: NONE General: MicroMotion Startups for Coriolis meters, FloBoss and Specific Gravity Meter included. lr Prest;e'ranstnitEar MOO, 1_,.11 2TCi4 1;lAlAD1iKSM5B4 IW D' 'c M 00iB�t21i0 30T26E5VIR11 I atiifold PW 0306RT22BA11 Testing: NONE METER SKID Station Design: 8'x 10' Coriolis Meter building consisting of two meter runs complete with actuated tube switching valves, and one 4" bypass run. Meters, valves, actuators, specific gravity meter, and FioBoss described below. Desert tan color (2) 3070 Doors w/ Half Glass and Panic Hardware (1)12" x 18" Bulkhead for tubing & Electrical Stub out; located on 8' back wall upper comer (2) 12" X 12" louvered vents (One high, One low) Floor and walls will be insulated with spray foam insulation. Interior walls will be 29 Ga. Preformed sheet metal. Skid will be 6" Channel Iron; 12' long — Floor will be raised pattern (checkered steel). Major components: (2)'/V Coriolis Meters; CMFS010M319JFA2WCZZ & CWSOSOM319NFA2EKZZ (2) Transmitters 5700I12AB2AZZZZAZZZTGMV (1) Specific Gravity Me er w/ Enclosure ETOIT'EMMX 25532 (1) Fisher Flo Boss- FS 107E/107ABB1/C3 Includes RS232 Module, 6 pt IO Module, 6 pt DO Relay Module and Gas Control MGRV3 FB107. (2)'/s" Swagelok actuated tube switching ball valves complete with solenoid and limit switch (2) Supply gas systems for tube switching valves $98,999.73 $98,999.73 (1)12" x 24" Catco CGA 120 volt heater complete with HP and LP regulators with 120 volt on/off switch (2) 4" 600# Balon Full Port Floating Ball valves (4) 2" 600# Baton Full Port Floating Ball Valves Piping: 4" inlet 600 # ANSI RFFE Flange 4" outlet 600 # ANSI RFFE Flange 4" inlet header 4" outlet header 4" bypass run (2) 2" meter runs (7) Y4" Tot SS Balon Ball Valve installed (2) W' Tol SS Balon Ball Valve installed (1) W Tol SS Balon Ball Valve installed Tubing, wiring and EMT conduit as required. Teflon blue coated studs and nuts Piping and skid painted white (one coat shop primer and one coat of enamel paint) Supports included for pipe and gas supply systems General: None Testing: Hydro test piping to 2220 psig for 4 hours X-ray piping to API 1104 MTR's provided FLUER SKID Filter Skid Design: Skid mounted Nowata Horizontal Filter skid complete with 4" inlet and outlet flanges and 3" filter connections and 4" bypass. Complete with 8'Wide x12' Long; 6" 8.2# channel iron skid with floorplate. Major components: (1) Nowata horizontal dry gas filter (part # GZAC3C144W3CDN (1) Case of 4 filter elements (part # NFG 336) 4" cone strainer (installed) (1) 4" ANSI 600 Full Port Gear Operated Balon Floating ball valve (2) 3"ANSI 600# Full Port Lever Operated Balon Floating ball valves Piping: 4" inlet 60L#ANSRFFEI Flange 4" outlet6# ANSI RFFE Flange 4" inlet header 4" outlet header 4" bypass run (3)'W Tol SS Balon Ball Valve installed Teflon blue coated studs and nuts Piping and skid painted white (one coat shop primer and one coat of enamel paint) $37,754.40 $37,754.40 General: None Testing: Hydro test piping to 2220 psig for 4 hours X-ray piping to API 1104 MTR's provided Individual Freight Charge per skid: $658.34 x 3= $1,975.00 (All skids can fit on one truck) Please note: Prices are Contingent upon the purchase of all 3 Skids at same time NOTE: 1) Current Delivery: 12 weeks ARO and After Approval Drawings - Based on 10 Week Delivery of Specific Gravity Meter Assy. 2) Availability Subject to Review at Time of Order. 3) All Above Materials Subject to Prior Sales. 4) Prices Valid for 30/Days 5) Terms NET 30 Days 6) Customer Responsible for Unloading and Setting Building on Site •--continued----________ ALL LEAD TAOS SUBJECT TO PRIOR SALE NOTE: If this quotation should turn into an order please address and send purchase order to the following: Nelson Technologies 9701 Valley View Road Eden Prairie, MN 55344 Fax 952-835-4614 mcarlsonCameltechinc.com Remit To address is the following: Nelson Technologies 9701Valley View Road Eden Prairie, MN 55344 Fed ID # 41-1829593 Note: Any returns will be accepted solely at the discretion of Nelson Technologies and/or the manufacturer. Restock fee may apply. i All orders placed by you, and any shipment made by Nelson Technologies, Inc. as a result of such order, shall be subject to the terms and conditions above, as well as the standard Terms and Conditions of Nelson Technologies, Inc. attached hereto, notwithstanding any inconsistent or additional terms that may be embodied in your purchase order minimum Tax Not Purchase Included Order $1125.00 $ales Representative: Signature Prices Firm for 30 Days ,Ir NELSON TECHNOLOGIES, INC. Terms and Conditions I. Definitions. _`Buyer" shall mean the party purchasing Products pursuant to these Terms and Conditions. "Company" shall mean Nelson Technologies, Inc. a Minnesota corporation. "Products" shall mean the products manufactured by third parties and resold or otherwise provided by Company to Buyer pursuant to a Company quotation and these Terms and Conditions. Z. Contract of Sale. All Products are offered for sale by Company subject to the prices and other terms specified in (a) the applicable Company Quotation, proposal or pricelist, and (b) these Terms and Conditions, all of which are subject to the correction of clerical errors. A Buyer's purchase order, written or verbal, shall constitute an acceptance of the offerto sell. Any inconsistent, additional or different terns contained in a Buyer's request for quotation or purchase order j"Additional Terms") are hereby rejected by Company. 3. Pricing. All pricing is valid for 30 days from date of original quotation. All prices are subject to change due to errors and omissions. Prices quoted for blanket orders are subject to review at intervals mutually agreed upon prior to blanket order acceptance. 4. Taxes. All prices quoted are exclusive of federal, state and municipal taxes. Buyer shall be liable for all sales, use and other taxes (whether local, state or federal) imposed on the sale or provision of Products and/or services to Buyer hereunder. S. Shipment Terms. All Products are shipped FOB point of origination, freight prepaid and added to invoice. All title to and risk of loss in the Products shall pass to Buyer upon shipment. 6. Payment Terms. Buyer shall pay all invoices within thirty (30) days of the date of invoice. Company may require full or partial payment prior to shipment of any Products provided hereunder. Company reserves the right to establish credit limits for Buyer. Any Invoices not disputed in good faith by Buyer which Buyer does not pay within the time provided in these Terms and Conditions shall bear interest at the lower of (i) one and a half percent (1.5%) per month up to a maximum of eighteen percent (18%) per year; or (ii) the highest rate permitted by applicable law. Should Buyer become delinquent in payment of sums due hereunder, Company shall not be obligated to continue performance. 7. Packaging. Company reserves the right to select the manner in which Products are packaged. Quoted prices include regular packaging. Special requirements for packaging may be subject to additional charge. S. Delivery and Acceptance of Products. Shipping dates quoted by Company are made In good faith and are not guaranteed; Company reserves the right to extend shipping dates as it deems necetary in its sole discretion, without liabili to Buyer. In the absence of shipping instructions from buyer, Company will use its discretion a to the selection of shippi services and routings. Installation of Products is the responsibility of the Buyer unless quoted separately. Shipment discrepancies or Products received damaged must be reported to Company within 30 days of receipt of shipment. 9. Force Majeure. if Company becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under these Terms and Conditions, the obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. Company will take reasonable steps to mitigate the Force Majeure. "Force Majeure" means an event beyond the reasonable control of Company, including acts of God, hurricane, flood, volcano, tsunami, tornado, storm, tempest, mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes lockouts, or other industrial disturbance, unavailability of Products from the manufacturer, acts of public enemies, wars, blockades, insurrections, riots, epidemics, commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosions. 10. Cancellation. Orders submitted to Company may not be canceled or amended, or deliveries deferred, by Buyer except with Company prior written consent, and then only upon terms as shall be acceptable to Company. Custom or specialty products are non-refundable. 11. Returns. No Products may be returned for credit or repair without prior written authorization of Company or applicable manufacturer. Authorized return shipments must be returned in good condition in accordance with the Instruction in the Return Material Authorization (RMA), must be accompanied by a packing slip, including the applicable RMA, and must have a transportation charges prepaid. Correspondence concerning all returned Products must be addressed to the Companies Corporate office. Company reserves the right to charge a service fee of 30% or more, determined by the product in question, of invoiced Product price to cover all inspections, testing, handling and restocking. 12. Warranties. Company does not warrant or guarantee Products sold by Company. Company's sole responsibility with respect to warranties of products is to make a bona fide effort to transferto Buyer, the manufacturer's warranty where available. Company expressly disclaims any and all other representations and warranties, express, implied or otherwise, including without limitation, warranties as to fitness for a particular purpose, merchantability, non- infringement and title. 13. Limitation of Liability. a) Company's aggregate liability in any and all causes of action arising under, out of or in relation to these terms and conditions, its negotiation, performance, breach or termination (collectively "CAUSES OF ACTION") shall not exceed the total amount paid by buyer to company under these terms and conditions. This is so whether the causes of action are in tort, including, without limitation, negligence or strict liability, in contract, under statute or otherwise. b) As a separate and independent limitation on liability, Company's liability shall be limited to direct damages, company shall not be liable for (1) any indirect, incidental, special or consequential damages; nor (11) Any revenue or profits lost by buyer or its affiliates from any end user irrespective of whether such lost revenue or profits is categorized as direct damages or otherwise. c) The Imitations on liability set forth in these Terms and Conditions are fundamental ind ements to Company en4ring into these Terms and Conditions. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Company the maximum protection permitted under law. 14.' Confidentiality. Buyer shall (and shall cause its employees and contractors to) keep all Company Confidential Information strictly confidential and shall not disclose it to any third party or use it, except to the extent reasonably required to perform and enforce these Terms and Conditions or as required under applicable law, court order or regulation. As used herein, "Company Confidential Information" means any and all non-public information of Company. Notwithstanding the foregoing, Company Confidential Information shall not include: (i) any information that is in the public domain other than due to Buyers breach of these Terms and Conditions; (ii) any information in the possession of the Buyer without restriction prior to disclosure by Company; or (til) any information independently developed by the Buyer without reliance on or access to the information disclosed hereunder by Company. 15. Governing Law and Dispute Resolution. These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota, without regard to conflicts of law principles. Any and all disputes arising under, out of, or in relation to these Terms and Conditions or its performance j"Disputes") shall first be resolved by the parties attempting mediation in Minnesota. If the dispute is not resolved by the parties within sixty (60) days of the commencement of the mediation, it shall be litigated in the state or federal courts located in the State of Minnesota. To the maximum extent permitted by law, the parties agree t o a bench trial and that there shall be no jury in any disputes. 16. Severability. In the event any provision of these Terms and Conditions is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement, and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. 17. Non -Waiver. Failure or delay of Company to exercise a right or power under these Terms and Conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a power preclude any other future exercise thereof. Version 1.0392015 John Webster From: Mike Nelson <MNelson@neltechinc,com> Sent: Thursday, May 12, 2016 7:54 AM To: John Webster ` Subject: RE: Meter Skid - P&T Transmitters John: The pressure and temperature transmitters were not included in the quotation. Although the original spec called out pressure and temperature correction we were thrown off by the inclusion of the Coriolis meter transmitters and did not add the separate pressure and temperature transmitters. I now realize that the Coriolis transmitters only transmit their own signal and are not used for P&T. EMS is sending me the additional wording and pricing for the P&T transmitters today or tomorrow depending on how quickly Rosemount responds. My apologies for the confusion. Thank you for pointing this out. Sincerely, Michael Nelson Nelson Technologies, Inc. Office: 952-835-1895 Cell: 612-860-2007 Fax: 952-835-4614 Visit us at www.neitechinc.com, From: John Webster f maiito:JWebstereci.hutchinson.mn.usj Sent: Wednesday, May 11, 201612:01 PM To: Mike Nelson (mnelsonOneltechinc.com) <mnelson0neltechinc.com> Subject: Meter Skid MIKE, r I DO NOT SEE WHERE YOUR METER SKID SPECIFIES THE PRESSURE AND TEMPERATURE MONITORING DEVICES. MAY I ASSUME THEY ARE INCLUDED IN THE PRICE BUT NOT SPECIFICALLY CALLED OUT? JOHN C. WEBSTER — RGDP DIRECTOR — NATURAL GAS DIVISION HUTCHINSON UTILITIES COMMISSION 320-234-0507 320-583-9123 - CELIJ i��HUBBELL 6LYALL May 11, 2016 To: Hutchinson Utilities Commission From: R.W. Lyall & Company, Inc. Subject: RTU Building 16875 W. Ryerson Rd. New Berlin, WI 53151 800-535-9255 The pricing for the RTU Building per the specifications provided is $10,419 each. The building is a Parkline self -framing steel building. The size is 6'8" x 8' with R1 insulation in the walls and floor and R19 in the ceiling. Interior is formed steel wall panels. Building exterior to be tan and interior to be white. Building will have light installed and HVAC for heating and cooling. If you have any questions or require additional information do not hesitate to contact us. Best Regards, Jim Miller Greg Szajna Large Fabrication Sales Inside Sales 262408-1163 262-784-8180 imillerAMb all.com gszainaQ)xwl aly l.com Or BURNDY' an" wlkOY FB=2= JYMPM 6dreaker, 6TYMj 16875 W. Ryerson Rd. 6LYALL New Berlin, WI 53151 800-535-9255 Date: May 20, 2016 To: Hutchinson Utilities Commission From: RW Lyall & Company, Inc. Subject: Lafayette Interconnect The pricing for the pieces of the Lafayette Interconnect per the specifications provided are as follows: Filter Station $28,095 and Meter Station $125,175. All components of the station will be skid mounted with a 1440 psig MAOP. The meter station is designed with a 2" header before the Coriolis meters to allow the meters to be installed with a minimal amount of tubing required. The control valves on each meter are installed along with two pressure transducers and one temperature transducer. Everything is wired to a cabinet but there is not a PLC installed or programed because we assume that you would want to duplicate what you are already using and not pay for programing time. The Gravity meter is installed and wired to power and into the control box inside the building. The price listed includes all Materials, Fabrication, Assembly, Testing, Painting and Transportation for the unit described. Upon receipt of purchase order RW Lyall will create manufacturing drawings of all the items and submit them for approval. Listed below are the components that the quote is based on if different manufactures or options are preferred quote will be adjusted as necessary. Notes: 1. Prices include all miscellaneous materials required. 2. Approval Drawings — Available within three weeks of receipt of PO. 3. Identification — All units are uniquely serial numbered to MTR and test results, 4. Testing — 100% X -Ray identified to joint and 4 hour hydrostatic test at 1.5 times (2220 psi) the system MAOP (1440 psi). That is the MAOP of the filter housing. 5. Welding — API -1104 and AWS 9.1 Certified Welders as required — Qualified weld procedures and test certifications available upon request. 6. Meters — Emersion Micromotion CMFSO1OM319JFA2ECZZ and CMFS050M319NFA2EKZZ each with 5700 Tranmitters 12AB2AZZZZAZZZTGMV with start-up installed 7. Transducers — (2) Rosemount 3051 Pressure trandsducers and (1) 3144 Temperature Transducer 8. Gravity Meter— Emerson ETOITEMMX_25532 with start-up installed 9. PLC — FloBoss 107E. 10. Coating — Standard finish for the pipe and skid is Amershield2 Urethane topcoat in White over Amerlock Il Epoxy Primer. 11. Valves — 3" & 4" valves are AOP full port trunnion valves with wheels on 4" valve. 12. Carbon Steel Fittings & Pipe — All Domestic suppliers API 5L X-42 standard wall pipe and Grade B Fittings. 13. Sldd—W6x15 I-beam skid with fixed height pipe stands. With I" tread plate floor. 14. Buildin — Parkline Self -framing steel buil ng Size 8"' x 16' with R13 insulation in the walls and floo , and R19 in the ceiling. Interior is (formed steel wall panels. B '(ding exterior to be Tan and Interior to be white. Building will have light installed. 15. Electrical — Interior of building will be Class 1 Div 2 and have the lights and instruments wired to a junction box outside the building. Inside the wall instrumentation will be wired to a box for installing the PLC. PLC and programing is not included. O BURNDY sMs-a_aw WIkeyMR 6a5Breaker. OLYALL HUBBELL 41 LYALL 16875 W. Ryerson Rd. New Berlin, WI 53151 800-535-9255 16. Stainless Tubing — 1/2" Swagelok instruments tubing and valve. 17. Payment Terms — Net 30. 18. Lead Time - Building lead time is 13-15 weeks plus an additional 2-3 weeks for assembly. We look forward to growing our relationship with Hutchinson Utilities Commission. If you have any questions or require additional information please do not hesitate to contact me. Best Regards, Jim Miller Large Fabrication Sales (262)408-1163 jmiller@rwlyall.com + BURMW aMPLO' w'kGY . A N e GasBreaker. �. �p YEAR ANNIVERSARY PROPOSAL: SST6-038 R1 PREPARED FOR: John Webster Director Natural Gas Division PROJECT NAME: Filter/Meter Skids - Low Flow Interconnect Station PREPARED BY: Pete Singleton VP Strategic Markets pete@skidsolutions.com This proposal is valid for 30 days from 5/17/2016 S&S Technical, Inc. Office: 678-867-7024 / Fax: 678-867-7138 1900 Grassland Parkway Alpharetta, GA 30004 Wjvw.skidsolutions com st&s T a C'H N I C,& L PROPOSAL SST6-038 Rl 5/17/2016 ENGINEERING ( FABRICATION j AUTOMATION John Webster Director Natural Gas Division Thank you for the opportunity to provide you with a proposal for your Low Flow Interconnect Station Meter and Filter Skids project. The following proposal is based upon the specifications provided and our understanding of the application per our conversations with you. Based upon those specifications and conversations, we believe this to be a value added solution which will exactly meet your needs. As you continue to develop the project, please feel free to contact S&S Technical for any clarification you may need. We are committed to provide you the information necessary to bring your project to a successful conclusion. This proposal includes the general equipment requirements, terms/conditions and pricing and we encourage you to reference these as the project progresses. Note that all shipping will be Ex - Works Alpharetta, Georgia and unless explicitly stated those costs are not included in this project quotation. We are looking forward to working with you. Should you have any questions feel free to contact us. Sincere Regards, Pete Singleton VP Strategic Markets S & S Technical, Inc. K &s rE C H N 1 C A L PROPOSAL SST6-038 R1 5/17/2016 ENGINEERING I FABRICATION I AUTOMATION Application Details: Dual Run Meter Skid Solution Details: Mechanical • Skid frame - powder coated per S&S Technical standard paint specs • Eight (8) 600# 90's • Four (4) 4" Tees • Twenty (20) 4" flanges • Eight (8) 4" valves • 4" piping • Two (2) Coriolis flow meters • One (1) Fisher Flow Boss Computer • All skid wiring and conduit • Junction box • X-ray 3 S &s rEC'MNICAL ENGINEERING I FABRR:ATMUTAUTOMATION Application Details: 6'x 6' Building with HVAC Solution Details: Mechanical • Heat/Air equipment sized for building • All electrical • Junction box • Building with insualted walls 2 PROPOSAL SST6-038 Rl � 5/17/2016 S &s iT'ECHNIC/&L ENGINEERING] FABRICATION IAUTOMATION Application Details: Filter Skid PROPOSAL SST6-038 R Solution Details: Mechanical • Skid frame - powder coated per S&S Technical standard paint specs • Two (2) 4" 90's • Two (2) 4" Tees • Three (3) 4" valves 4" piping • Nowata Filter • X-ray 5 I 5/17/2016 S &S r E C•H N I C A L PROPOSAL SST6-038 R1 5/17/2016 ENGINEERING f FABRICATION j AUTOMATION Testing: • All system piping will be fabricated, welded, assembled and tested per ASME B31.3 unless otherwise specified by customer • The system's operation will be simulated as much as practical before it leaves S&S Technical's facility. • If testing above and beyond S&S Technical's standard procedures and QC documentation is required, the client must notify S&S Technical prior to issuing a purchase order as there may be additional expenses required to accommodate the client's specific test procedures. Documentation: • P&ID (Unless customer supplied) • Mechanical CAD Drawings (Unless customer supplied) • Electrical CAD Drawings and Schematics (Unless customer supplied) • All component instructions and maintenance manuals - provided on CD of Record - (1) copy Note to Buyer: • The Investment and Delivery Summary on the following pages provides important information on Drawings, Fabrication, and Project Sign -off. It is in the interest of the Buyer to read this information in its entirety. 0 s &s T E CH N I C A L PROPOSALS! ENGINEERING FABRICATION t AUTOMATION INVESTMENT Dual Run Meter Skid Filter Skid 6' x 6' Building with HVAC DELIVERY i-038 Rl (5/17/2016 $182,150.00 $49.580.00 $37,750.00 APPROVAL DRAWINGS: • P&ID for review and approval - (1) week after approved order • Mechanical & Electrical approval drawings - (2)-(3) weeks after approved P&ID EQUIPMENT SHIPMENT: • (10-12) weeks from receipt of approved drawings. Shipping • Ex -Works - Alpharetta, GA USA Packaging and Loading of Trucks • $425.00 st&js T e C'H N I C A L PROPOSAL SST6-038 R1 5/17/2016 ENGWEEMNG ( FMMCAMN r AUTO&%MN Commissioning Spares: �..___.. • None required 2 -Year Operating Spares • To be provided after approved drawings Startup and Commissioning: • $1,200.00 per day plus expenses billed at cost for air travel, meals, accommodations, ground transportation. 8 j i S&IS T E C`H N I C,& L PROPOSAL SST6-038 R1 5/17/2016 EN *&MNG j r-MR"noN j wtownoN STANDARDS & C „ APABILI7TES Mechanical Engineering: • AutoCad • SOLIDWORKS 31) Design • PEA (Finite Element Analysis) • Flow calculations and Simulation • Pump/ compressor/ meter/piping flow rate analysis • Structural Calculations • Pump/ Compressor sizing • Plant Layout Electrical Engineering: • AutoCad Electrical • Control and Automation • PLC • HMI • Programming • Allen Bradley • Siemens • Control Panel Design • Control Panel Construction • UL508A Certified Fabrication: • Structural Welding per AWS D1 Structural Welding Code • Process Piping per ASME B31 Code for Pressure Piping • Welders Certified to AWS and ASME Sec IX • Machine Shop • Chart Recorded Hydrostatic pressure testing • ( 20 Tn overhead crane lifting capacity I • Carb�an Steel, Stainless Steel, Aluminum, Specialty Alloys, IPlastics; 9 I s`-'mss TECHNICAL PROPOSAL SST6-038 R1 5/17/2016 ENGINEERING ( FABRICATION j AUTOMATION Investment and Delivery livery Summary. Seller° is S&S Technical, Inc. "Buyer" is the entity to which Seller's Offer or Quotation is made, or the entity purchasing Goods and/or Services from Seller. Pricing includes: All in-house engineering, labor, and testing fees. Should a Factory Acceptance Test (FAT) be requested, scheduling will be made with adequate time to allow all parties to be present. Terms & Conditions Overview: Below are highlights of Sellers Terms & Conditions (T&C). The complete T&C are attached to this document for your review and may expand each section below. Upon receipt of a purchase order based upon this quotation indicates to Seller that Buyer has read and agrees to the a// T&C contained herein. Proposal Valid: Thirty (30) days. This Quote is based upon information supplied from Buyer as of this date. Changes to the quote price may be required if: a) further information is received from Buyer that was not originally available, or b) the quote converts to an ordered project and additional Buyer specifications become available that changes the project scope. Seller will make every effort to work with the Buyer to ensure all documentation Is available prior to the completion of the quote. Payment Terms (see full terms on following page): All payments are to be made in U.S. Dollars only. All payments are net Thirty (30) days. Project invoicing will occur on the following progress payment schedule: 25% upon receipt of purchase order, 45% upon approved drawings OR upon approval to purchase materials, 20% upon completion of fabrication, 10% upon shipment. Shipping fees will be included in the final invoice. Drawings: Drawings consist of a written system description, MID and general arrangement CAD drawings. Seller will provide an initial set of MID and General Arrangement drawings, submitted for customer approval (Rev 00) upon which the Buyer may comment and redline as needed. A following drawing revision (Rev 01), reflecting Buyer comments, will be submitted for final Buyer approval. Drawing revisions requested after the submittal of Rev 01 may have associated fees that will be billed to the Buyer at an hourly rate specific to that project. In cases where the Buyer provides a written description of the system and/or MID approved for construction and/or general arrangement drawings approved for construction Seller will not recreate these documents unless it is explicitly requested and quoted as a separate line item. Fabrication: Upon receipt of Buyer signed and approved drawings, fabrication will begin (drawings must have signature, no electronic approval will be accepted). Changes made to components originally included in the quote may delay fabrication based on vendor availability. Seller will make Buyer aware of lead times and obtain Buyer acknowledgement (electronic notifications are acceptable). Project Sign -off. Seller requires a Buyer representative to issue a sign off for the units) prior to release for shipment. Seller strongly recommends that a Buyer representative be present for the FAT. In lieu of a Buyer representative being present, the Buyer may sign off on the system after review of detailed photos of the equipment that will be supplied by Seller. After sign off, Seller will not be responsible for any cost associated with Buyer equipment modifications or travel to site associated with such request. Seller will fully support any requested Buyer changes and will provide the Buyer with a proposal for any on site support and/or cost for any changes or modifications to the equipment. Restocking Fees: Changes to components by Buyer, once ordered based on earlier approval, will incur restocking fees. All fees will be billed to the Buyer along with any related project management fees, at the time they occur and must be paid prior to shipment of the project. Cancellation Fees: if the Buyer cancels the order for any reason other than Seller's breech, the cancellation fee schedule is the indicated percent of the full purchase order amount as follows: 25% prior to release of a proved drawings, 35% after approved drawing have b en released for fabrication, 75"/o if major material purchase has lcurred, 100% at start of production, 110% after completion— equipment will be scrapped and disposed of. Tax: This price does not include any state or local taxes. Any applicable state or local taxes will be handled directly by the client. 10 S &s T a C'H N I C A L PROPOSAL SST6-038 R1 5/17/2016 ENMNEERMGI FABRICATION I AuMMATION TERMS AND CONDITIONS OF SUPPLY OF GOODS AND SERVICES - The following Terms and Conditions shall apply to and be incorporated into any transaction entered by and between Seller and Buyer. Such terms and conditions are hereby incorporated Into Seller's Quotation and Invoice to Buyer, and in the event that Buyer's purchase order, acceptance or other transactional document executed by Buyer should conflict with these terms and conditions, the provisions of these Terms and Conditions of Supply of Goods and Services shall control. 1. DEFINITIONS: "Seller" is S&S Technical, Inc. "Buyer" Is the entity to which Seller's Offer or Quotation is made, or the entity purchasing Goods and/or Services from Seller. "Goods" means the products, components, and parts offered assembled, manufactured or sold by Seiler and included In Seller's Offer and/or Buyer's Order. "Services' means Support Services offered or rendered by Seller. "Order" means Buyer's purchase order or other document evincing acceptance of Seller's Offer. All references to "terms and conditions" herein mean and Include (a) these "Terms and Conditions of Supply of Goods and Services", (b) Seller's Special Terms and Conditions, if applicable, and (c) any other terms and conditions mutually agreed by the Parties in writing, in accordance with Section 3 herein. Seller and Buyer are sometimes referred to herein individually as a "Party' and jointly as the "Parties". 2. ENTIRE AGREEMENT: Except as otherwise reflected in a contract regarding the subject matter hereof which has been executed by authorized representatives of Buyer and Seiler, the terms and conditions which govem the sale of the goods and the supply of services are limited to the provisions specified herein. Formation of any contract is expressly made conditional on Buyer's assent to these terms and the terms of Seller's quotation, which constitute the sole, entire, and exclusive agreement between Buyer and Seller in this transaction and supersede all prior discussions, proposals, negotiations, representations and agreements. Seller shall not be bound by any additional, different or inconsistent terms in Buyer's purchase order or other documents from Buyer, and shipment of goods or the provision of services pursuant to a purchase order of Buyer that contains additional, different or inconsistent terms does not constitute acceptance of such terms. No conditions, understandings or agreements purporting to waive, modify or vary the terms hereof will be binding unless hereafter made in writing and signed by an authorized representative of each party. Buyer may not assign its rights or delegate its duties hereunder without the prior written consent of Seller. 3. PRICE AND PAYMENT TERMS: Unless otherwise agreed in writing by a duly authorized representative of Seller, all prices are quoted in U.S. Dollars, and all invoices Issued by Seller and payments made by Buyer shall be in U.S. Dollars. Subject to Seller's prior written credit approval, payment terms for domestic Orders are net thirty (30) days from date of Seller's invoice. Terms for payment for domestic Orders are 25% due upon purchase order receipt, 450A due upon approval of drawings for fabrication or upon approval to purchase materials, 20% upon completion of fabrication, 10% upon approval to ship. Any shipping fees will be Included in the final invoice. Unless otherwise agreed in writing by a duly authorized representative of Seller, payment terms for international Orders shall be either cash in advance by wire transfer, or by an irrevocable letter of credit confirmed with Seller's bank. Buyer hereby waives any right of setoff against amounts due Buyer from Seller. All amounts due to Seller but not paid by Buyer on the due date shall bear interest payable at a rate equal to one and one-half percent (1.5%) of the outstanding balance per month. Interest shall accrue on past due amounts as of the date on which such amounts become due until the date Seller receives payment from Buyer. Buyer shall also be liable to Seller for any expenses incidental to collection of past due amounts, including reasonable attorneys' fees and court costs. 4. TAXES: Any tax, duty or other governmental charge upon the sale and/or shipment of the goods and/or provision of services herein specified or hereafter imposed by federal, state, provincial or local authorities shall be added to the quoted price and paid by Buyer. 5. DELIVERY, TITLE, and RISK OF LOSS: Product shipment dates are based upon Self's reasonable judgment, are subject to production limitations and factory schedules, and are not guaranteed. Unless agreed otherwise by Seller in writing, all domestic shipments shall be delivered F.O.B. at Seller's shipping dock. Ali shipments to locations outside the United States shag be arranged by the Buyer, in accordance with any local, state, federal or international codes or laws. Risk of loss and title to Goods shall pass upon such delivery. If Seller prepays shipping, insurance, or other related charges, Buyer agrees to reimburse Self promptly for such charges. i 6. ;MODIFICATION: No modification) or changes tj Buyer's Order shall be binding unless and until Sellier consents to such modifications In writing. As a result of any such modification, Seller may modify the price, payment terms and time of production and delivery in its sole discretion. ll I s6js TECHNICAL PROPOSAL SST6-038 Rl 5/17/2016 ENGINEERING I FA13WATION l AUTOMATION 7. WARRANTIES: Seller warrants that all Goods delivered under Buyer's Order shall be free from defects in material and workmanship for a period of eighteen (18) months from the date of original shipment, or one (1) year from the date of installation, whichever first occurs. Seller warrants all Support Services for sixty (60) days from completion unless otherwise mutually agreed by independent Service contract This warranty shall not apply to Goods that, upon examination by Seller, are found to have been (a) mishandled, misused, abused, or damaged by Buyer or others, (b) altered from their original state, (c) repaired without Seller's prior written approval, or (d) stored, installed, operated, or maintained in a manner inconsistent with Seller's Instructions. Buyer shall promptly notify Seller of any non-conformance or defects in Goods, and provide Seller a reasonable opportunity to Inspect such Goods. Equipment obtained from third parties shall bear the warranty of their manufacturer. This warranty shall not apply to defects attributed to normal wear and tear. Seller, at Its sole option, may either repair or replace defective Goods, In the case of deficient Support Services, Seller may re -provide such Support Service. Such repair, replacement, credit, and re -performance by Seiler shall be Buyer's sole remedy for defective Goods and Support Services. Under no circumstances is Seller liable for recall, retrieval, removal, dismantling, re -installation, redeployment, or re -commissioning of any defective Goods or any costs associated therewith Including. The warranty period for repaired or replaced Goods or re -provided Support Services shall be the unexpired portion of the original warranty period. THESE EXPRESS WARRANTIES, INCLUDING THE REMEDIES SET FORTH HEREIN, ARE EXCLUSIVE AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS INTENDED OR GIVEN. IN THE CASE OF GOODS OTHER THAN THOSE OF SELLER'S OWN MANUFACTURE, SELLER MAKES NO WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. 8. REMEDIES OF BUYER: Buyer's exclusive remedy is expressly limited, at Seller's option, to replacement of (at the F.O.B. shipping point) or repayment of the price paid for, the goods or services with respect to which damages are claimed. Failure by Buyer to give notice of claim within 30 days from the date of delivery or provision of services, or the date fixed for delivery or provision of services, as the case may be, will constitute a waiver by Buyer of all claims of any kind arising as a result of such delivery, non-delivery or late delivery. 9.INDEMNIFICATION: Each Party (the 'Indemnifying Party') agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, and employees (the "Indemnified Party") from and against any and all liabilities, losses, expenses, liens, claims, demands, and causes of action ("Claims") for death, personal injury, or property damage arising out of any negligent act or omission of the Indemnifying Party In the performance of Buyer's Order, except to the extent such Claims are contributed to by (a) the negligence or willful misconduct of the Indemnified Party or of any third parties. Buyer agrees to indemnify, defend, and hold harmless Seller, its officers, directors, and employees for any and all Claims, including Claims asserted by third parties, related to any Goods manufactured or Services performed in whole or in part to Buyer's designs or attributed to equipment, Information, or materials furnished by Buyer to Seller. The Indemnified Party agrees to (a) notify the Indemnifying Party in writing of any Claims as soon as reasonably practicable, (b) allow the Indemnifying Party to control the defense of any such Claim and related settlement negotiations, and (c) reasonably cooperate with the Indemnifying Party in such defense. 10. LIMITATION OF LIABILITY: Any Liability for consequential and incidental damages is expressly disclaimed. Seller's liability in all events is limited to, and shall not exceed, replacement of the product or the purchase price paid for such product. 11. CANCELLATION: If the buyer cancels the order for any reason other than Seller's breech, the cancellation fee schedule is the indicated percent of the full purchase order amount as follows: 25% prior to release of approved drawings, 35% after approved drawing have been released for fabrication, 75% if major material purchase has occurred, 100% at start of production, 110% after completion— equipment will be scrapped and disposed of. 12. COMPLETE AGREEMENT: These Terms and Conditions of Supply of Goods and Services (including Seller's Special Terms and Conditions, as applicable) and Buyer's Order (as accepted by Seller In accordance with the terms herein), including any applicable specifications, statement of work, or other applicable documents constitute the entire agreement between the Parties and supersede any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of Buyer's Order. 13. FORCE MAJEURE: Any delay or failure of Seller to perform its obligati sunder Buyer's Order shall be excused if such delay or fall re is the result of an briforeseeable event or occurrence beyond th reasonable con iof Seller, and without its fault or negligence, including,ut not limited to, acts of God, actions by any go ental authority,) terrorism, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns), Inability to obtain Powe', utilities, materials, labor, equipment, transportation, or court injunction. 12 st&s TECHNICAL ENGINEERING I FABRICATION I AUTOMATION PROPOSAL SST6-038 Rl 5/17/2016 14.SEVERABILITY: If any term, condition, or provision herein is invalid, ineffective, or unenforceable under present or future laws, then the remainder of the terms, conditions, and provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated. 15.WAIVER; REMEDIES; COSTS: None of the Sections, terms, conditions, or provisions herein shall be waived by any act or knowledge on the part of Seller, except by written instrument signed by a duly authorized representative of Seller. The waiver by Seller of any term, condition, provision, or right hereunder or the failure to enforce at any time any of the terms and conditions herein, or any rights with respect thereto, is not a continuing waiver or a waiver of any other rights, or of any material breach or failure of performance of Buyer. The remedies herein reserved or created for Seller shall be cumulative, and additional to any other or further remedies provided at law or in equity. Seller may remedy any breach of the terms or conditions hereof without waiving the breach remedied, or without waiving any other prior or subsequent breach. Buyer shall pay all Seller's costs and expenses, including attorney's fees, incurred by Seller in exercising any of its rights or remedies hereunder or enforcing any of the terms or conditions hereof. 16. ASSIGNMENT: Neither Party may assign, delegate, sublicense, or transfer, whether by operation of law or otherwise, their obligations or rights hereunder without the other Party's written consent and any assignment, delegation, sublicense, or transfer (a) without such written consent is void and of no effect and, (b) If consent is given, shall be binding upon, and inure to the benefit of the successors and assigns of the Parties. Notwithstanding any provision of these terms and conditions, Seiler may, without Buyer's consent, subcontract work to be performed under Buyer's Order or assign Buyer's Order to a parent, subsidiary, or affiliate company of Seller. In addition, without securing such prior consent, Seller shall have the right to assign Buyer's Order to any successor, by way of merger or consolidation, or the acquisition of substantially all of the entire business and assets of Seiler relating to the subject matter of Buyer's Order, provided that such successor shall expressly assume all of the assignor's obligations and liabilities under Buyer's Order, and provided further that Seller shall remain liable and responsible to Buyer for the performance and observance of all such obligations. 17. APPLICABLE LAW AND ARBITRATION: The construction of these terms and conditions of sale and the rights and obligations of the parties hereunder WILL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, excluding any choice of law rules which may direct the application of the laws of any other Jurisdiction. Neither the orders, nor the rights and obligations of Seller and Buyer arising from these terms and conditions, will be governed by the provisions of the United Nations Convention on Contracts for the International Sales of Goods, application of which is hereby excluded pursuant to Article 6 thereof. The parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to Seller's Offer or Buyer's Order, or to a material breach, Including Its Interpretation, performance, or termination. If the Parties are unable to resolve such dispute, either Party may refer the dispute to arbitration. The arbitration shall be conducted In English and In accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Forsyth County, Georgia, United States of America, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. Examination of witnesses by the Parties and by the arbitrator shall be permitted. A written transcript of the hearing shall be made and furnished to the Parties. The cost of this transcript shell be borne equally by the Parties. The award or decision of the arbitrator shall state the reasons upon which the award or decision is based, and shall be final and binding upon the Parties. The prevailing Party shall be entitled to compensation for the expense of the arbitration, including, but not limited to, the award of attorneys' fees, at the discretion of the arbitrator. Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent Jurisdiction upon the application to such court by either Party. The arbitrator shall have no authority to award any of the types of damages excluded hereunder, and shall be so instructed by the Parties. 13 John Webster From: Pete Singleton <Pete@skidsolutions.com> Sent: Thursday, March 03, 2016 2:48 PM To: John Webster Subject: RE: S&S Technical - filter / meter skids Form Submission - Request a Quote Attachments: SST6-038.pdf John, Please find the proposal for your project. If we can help with the job let me know. I appreciate the opportunity. We did look and agree the dual run Coriolis meters will perform better in this instance. Pete From: John Webster f1 1MAI oiJWebster�ci.hutchin a 11?IJs�us] .�. ..,, Sent: Thursday, February 18, 201610:46 AM To: Pete Singleton <Pete0skidsolutions.com> Subject: RE: S&S Technical - filter/ meter skids Form Submission - Request a Quote PETE, I HAVE A DRAWING OF THE FILTER SKID. DOESN'T HAVE TO BE EXACTLY THE SAME BUT WE ALREADY HAVE 5 OF THESE IN PLACE. 1 HAVE ENCLOSED DRAWINGS OF A PRVVIOUS CORIOLIS METER SKID THAT HLrrCHINSON UTILITIES HAS INSTALLED. THIS IS A SINGLE RUN SET AND DOES NOT HAVE THE ACTUATORS INSTALLED. HOPE THESE HELPI I JOHN' i/9/EBSTER RGDP DIRECTOR NATURAL GAS DIVISION HUTCHINSON UTILITIES (320) 234.0507 OFFICE (320) 583-9323 MOBILE (320) 587-4721 FAX From: Pete Singleton �mailbo:Peteftskldsolutiorrs Sent: Thursday, February 18, 2016 9:14 AM To: John Webster Subject: Re: S&S Technical - filter / meter skids Form Submission - Request a Quote John Do you have any drawings of this system we can have? Pete Singleton VP Strategic Markets S&S Technical Mobile: +1770.864.7909 Main: +1678.867.7024 E-mail: petetaIskidsolutions.com On Feb 12, 2016, at 1:35 PM, John Webster <JWebster(@ci.hutchinson.mn.us> wrote: PETE, HUTCHINSON UTILITIES WILL BE INSTALLING A LOW FLOW INTERCONNECT STATION THIS SUMMER. I HAVE ATTACHED INFORMATION REGARDING THE FILTER SKID, METERING SKID AND ELECTRONICS BUILDING THAT WE REQUIRE. WE HAVE LOOKED AT THE FLOW RATES AND AM THINKING THIS WILL REQUIRE DUAL CORIOLIS RUNS TO MAINTAIN CUSTODY TRANSFER ACCURACY AT LOW FLOWS. NOT SURE THAT AN ULTRASONIC WILL HANDLE THIS. PLEASE TAKE A LOOK AT THE ENCLOSED SPECS AND LET ME KNOW IF YOU NEED ADDITIONAL INFORMATION. THANK YOU, .JOHN WEBSTER RGDP DIRECTOR NATURAL GAS DIVISION HUTCHINSON UTILITIES (320) 234-0507 OFFICE (320) 583.9323 MOBILE (320) 587-4721 FAx From: Pete Singleton fmalito:Pe skidsclluHons.comI Sent: Friday, February 12, 20161:29 PM To: John Webster Subject: S&S Technical - filter / meter skids Form Submission - Request a Quote John, This is Pete Singleton at S&S. I have your inquiry below and be happy to help. Do you have any other details you can share at this point? Be glad to give you a call when it makes sense. Wanted to let you know we have the inquiry. Pete Singleton dmage001.png> Pete Singleton / VP Strategic Markets (0): 678-867-7024 ext: 231 (C): 770-864-7909 (E): �t ;skidsolutions.com. www.skidsotutions.com S&S Technical Inc. 1900 Grassland Parkway Alpharetta, GA. 30004 This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. if you have received this email in error please notify the system manager. This message contains confidential information and is intended only for the individual named. if you are not the named addressee you should not disseminate, distribute or copy this e-mail. Please notify the sender immediately by e-mail if you have received this e-mail by mistake and delete this e-mail from your system. If you are not the intended recipient you are notified that disclosing, copying, distributing or taking any action in reliance on the contents of this information is strictly prohibited. Reply -To: Jwebsterrifti.hutchinson.mn.us Company Name: Hutchinson Utilities Contact Name: John Webster Phone Number: (320) 234-0507 Email Address: iwebstertMci.hutchinson.mn.us Industry: Pumping and Metering Message: I am in need of pricing on a filter skid and a metering skid for a natural gas pipeline interconnect station. (Sent via LPG NGL-Truck&Railcar LoadiniZIUnloadinv; Transloadine Solutions. LACT Units. Meterinrr.Skids. Chemical Meterine/Feed) <Scanned from a Xerox multifunction device.pdf> 3 HUTCHINSON UTILITIES COMMISSION REQUISITION FORM Supplier: NELSON TECHNOLOGIES INCORPORA111OTo: HUTCHINSON UTILITIES COMMISSION Requisition No. 006709 9701 VALLEY VIEW ROAD 175 MICHIGAN ST SE EDEN PRAIRIE, MN 55344 HUTCHINSON, MN 55350 Phone: 952-835-1895 Phone: 320-587-4746 Fax: 952-8354614 Fax: 320-587-4721 I Item # I 0tv. I (Part Num.) Description 1 I 1 1(000-00000) Line Remarks: RTU Building Skid, Insulated Floor and Walls, Interior Walls, Insulated Steel Door with Panic Hardware, Bulkhead for Tubing Entrance, with AC/Heat, Load Center, MicroMotion Startups for Coriolis Meters, FlowBoss Flow computer, MicroMotion Specific Gravity Meter, Includes Scalable Pressure Transmitter, Temperature Transmitter, Platinum RTD Sensor. I Request Date I Acct # I WO # I Unit Price I Per I Item Total I 108/01/2016 11073690100 161601 I 17,368.05 I Each I 17,368.05 I Requisitioned By: WEBSTER, JOHN Approved By: Sales Tax 1,194.05 Special Charges 0.00 Total 18,562.10 Date: 05/09/2016 Date: Page 1 of 1 HUTCHINSON UTILITIES COMMISSION REQUISITION FORM Supplier. NELSON TECHNOLOGIES INCORPORATE9To: HUTCHINSON UTILITIES COMMISSION Requisition No. 006710 9701 VALLEY VIEW ROAD 175 MICHIGAN ST SE EDEN PRAIRIE, MN 55344 HUTCHINSON, MN 55350 Phone: 952-835-1895 Phone: 320-587-4746 Fax: 952-835-4614 Fax: 320-587-4721 Item #I cxv. I (Part Num.) Description 1 I 1 I (000-00000) Line Remarks: Meter Skid, Dual Meter Runs, Actuated Tube Switching Valves, 4" Bypass Run. Two (2) Doors with Panic Hardware, Bulkhead for Tubing and Electrical Stub -out, Two (2) Louvered Vents, Walls and Floor Spray Insulated, Two (2) Coriolis Meters, 0.10" and 0.50", Two (2) Transmitters, Specific Gravity Meter w/Enclosure, Fisher Flo Boss Flow computer, Two (2) 1/2" Actuated Tube Switching Ball Valves Complete with Solenoid and Limit Switch, Supply Gas System for Tube Switching Valves, 120 volt Heater Complete with HP and LP Regulators, 4" Inlet 600 ANSI RFFE, 4" Outlet 600 ANSI RFFE, 4" Inlet Header, 4" Outlet Header, 4" Bypass Run, Ten (10) SS 114", 112" and 314" Ball Valves Installed, Tubing, Wiring, and EMT Conduits as Required. Teflon Blue coated Studs and Nuts, Piping and Skid Painted White (One coat Shop Primer and One Coat of Enamel Paint), Supports Included for Pipe and Gas Supply System Hydro Test Piping to 2220 psig for 4 Hours, X -Ray all Piping to API 1104, MTR's Provided. Reauest Date I Acct # I WO # I Unit Price I Per I Item Total 108/01/2016 11073690100 161601 I 98,999.73 I Each ( 98,999.73 Page 1 of 2 HUTCHINSON UTILITIES COMMISSION REQUISITION FORM Supplier: NELSON TECHNOLOGIES INCORPORATEDTo: HUTCHINSON UTILITIES COMMISSION Requisition No. 006710 9701 VALLEY VIEW ROAD 175 MICHIGAN ST SE EDEN PRAIRIE, MN 55344 HUTCHINSON, MN 55350 Phone: 952-835-1895 Phone: 320-587-4746 Fax: 952-835-4614 Fax: 320-587-4721 Sales Tax 6,806.23 Special Charges 0.00 Total 105,806.00 Requisitioned By: WEBSTER, JOHN Date: 05/09/2016 Approved By: Date: Page 2 of 2 HUTCHINSON UTILITIES COMMISSION REQUISITION FORM Supplier: NELSON TECHNOLOGIES INCORPORATE DTO: HUTCHINSON UTILITIES COMMISSION Requisition No. 006711 9701 VALLEY VIEW ROAD 175 MICHIGAN ST SE EDEN PRAIRIE, MN 55344 HUTCHINSON, MN 55350 Phone: 952-835-1895 Phone: 320-587-4746 Fax. 952-835-4614 Fax: 320-587-4721 item # I Qty. I (Part Num.) Description 1 1 1 j(000-00000) Line Remarks: Filter Skid, Nowata Horizontal Fitter, 4" Inlet and Outlet Flanges, 3" Filter Connections and 4" Bypass. Nowata Horizontal Dry Gas Filter (GZAC3C144W3CDN), Cone Strainer Installed in Bypass Run, 4" Inlet 600 ANSI RFFE, 4" Outlet 600 ANSI RFFE, 4" Inlet Header, 4" Outlet Header, 4" Bypass Run, Three 1/2" SS Ball Valves Installed, Teflon Blue Coated Studs and Nuts, Piping and Skid Painted White (One Coat Shop Primer and One Coat of Enamel Paint) Hydro Test All Piping to 2220 psig for 4 Hours, x -Ray Piping to API 1104, MTR"s Provided. I Request Date I Acct # I WO # I Unit Price I Per I Item Total I 108/0112016 11073690100 161601 1 37,754.40 1 Each ' 37,754.40 1 Requisitioned By: WEBSTER. JOHN Approved By: Sales Tax 2,595.62 Special Charges 0.00 Total 40,350.02 Date: 05/09/2016 Date: Page 1 of 1 HUTCHINSON UTILITIES COMMISSION OPERATING AGREEMENT NATURAL GAS FACILITIES Heartland Corn Products 06/29/2016 This document sets forth the terms and conditions of service for operation and maintenance of Heartland Corn Product's natural gas metering, regulating and fuel line facilities provided to Heartland Corn Products by Hutchinson Utilities Commission. NATURAL GAS FACILITIES OPERATING AGREEMENT THIS NATURAL GAS FACILITIES OPERATING AGREEMENT ("Agreement") is made and entered into on this 29th day of June, 2016, by and between Heartland Corn Products ("Owner") with offices located at 53331 State Highway 19, P.O. Box A, Winthrop, Minnesota, 55396 and Hutchinson Utilities Commission ("Operator") a Minnesota municipal utility located at 225 Michigan St. SE, Hutchinson, Minnesota, 55350. Owner and Operator shall hereinafter sometimes be referred to separately as "Party" or jointly as "Parties." WITNESSETH: WHEREAS, Owner has constructed or is constructing the Natural Gas Facilities (as hereinafter defined); WHEREAS, Owner desires to retain Operator to operate the Natural Gas Facilities on behalf of Owner, and Operator is willing to provide said services on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises, mutual covenants, conditions and agreements herein contained the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I: DEFINED TERMS Section 1.1 Definitions. The defined terms used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this Article I. "Agreement" means this Natural Gas Facilities Operating Agreement, as the same may from time to time be amended with written consent of Owner and Operator. "Business Day" means any day except Saturday, Sunday or Federal Reserve Bank Holidays. "Commencement Date" shall mean "Nine a.m. Central Clock Time" on July 1, 2016. "Emergency" means any suspected or actual abnormal condition that has already caused, (*aanana and Mainlenanx Agrcemean 1 Namm, r— Fnilili. H -11l d Cam Fmdw, Jahn Welwa or represents an imminent threat to cause, Facility failure or damage, danger to or loss of life, pollution, or any hazardous condition. "Facility" or "Facilities" means the natural gas metering and regulation equipment belonging to Owner, including all apparatuses and fuel lines thereto, located at the terminus of the Fairfax pipeline facilities, at the Owner's site. "Gas" shall mean natural gas, manufactured, artificial or synthetic gas, or any mixture or combination thereof. "Gas Day" shall mean a period beginning and ending at 9:00 a.m., Central Clock Time. The reference date for any day shall be the date of the beginning of such day. "Governmental Authority" means (i) the United States of America, (ii) any state, county, parish, municipality or other governmental subdivision within the United States of America, and (iii) any court or tribunal or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, parish, municipality or other governmental subdivision within the United States of America. "Law" means any applicable statute, law, ordinance, regulation, rule, ruling, order, decree, writ, injunction, judgment or other official act of or by any Governmental Authority. "Monthly Operating Fee" means the fee for Operator performing operations of the Facilities and Routine Work. "Operations" means all work or services required to be furnished or performed by Operator pursuant to this Agreement. "Operator" means Hutchinson Utilities Commission and its permitted successors and assigns hereunder. "Owner" means Heartland Corn Products and its permitted successors and assigns hereunder. Operno ona and Maintenanm Agrecment N.t—: C.ae F-hnes HcoAand Co. Pr dum, John Wchcttt "Permits" means all licenses, permits, certificates, orders, approvals and authorizations of any Governmental Authority necessary for or obtained in connection with operation of the Facilities or performance of the Operations. "Person" means any individual, firm, corporation, partnership, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Routine Work" includes day-to-day operations, maintenance, testing and repair included in the Monthly Operating Fee and more particularly defined in Exhibit C of this Agreement. "Non -Routine Work" includes work not included in the Monthly Operating Fee, but shall be provided on an as -needed basis. Said services and fees are set forth in Exhibit D. "Year" or "year" means a period of 12 consecutive months commencing with July 1 and ending on the following June 30. Section 1.2 References. Gender. Number. Unless the context requires otherwise, all references in this Agreement to an "Article," "Section" or "Subsection" shall be to an Article, Section or Subsection of this Agreement, and the words "this Agreement," "hereof," "hereunder," "herein," "hereby," or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof. Whenever the context requires, the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural. ARTICLE II: RESPONSIBILITIES OF OPERATOR Section 2.1 General Resoonsibilities. (a) General. Operator is hereby appointed to perform the Operations according to prudent practices generally followed by the gas pipeline industry under similar circumstances. To the Gpuatians and Maintenance Agrmnot Natural Gas Foeihtics Hcanland Coca N dw, .John Wdwa extent necessary to carry out its duties hereunder, Operator certifies that it is qualified under the Operator Qualification Program as required by the federal Department of Transportation and the Minnesota Office of Pipeline Safety. Operator shall provide Owner with the services required for the operation, testing, maintenance and repair of the Facilities as more fully described below and in Exhibit C and D. Owner and Operator shall have unrestricted access to the Facilities. It is expressly understood and agreed that in the performance of its obligations under this Agreement, Operator is and shall at all times be an independent contractor. Operator, as an independent contractor, shall be solely responsible for its employees and equipment. Owner acknowledges that the Operations are dependent upon Owner providing Operator access to the Facilities. (b) Routine Work. On and after the Commencement Date, Operator shall perform or cause to be performed all Routine Work for the Facilities, including but not limited to, operation, repair, improvement, maintenance, alteration, inspection, testing, protection and other operations and activities with respect to the Facilities as are reasonably necessary to maintain the Facilities in a "first-class operating condition" in accordance with the federal safety and maintenance standards promulgated under 49 CFR Part 192 and the regulations of the Minnesota Office of Pipeline Safety. The Routine Work is described in greater detail in Exhibit C. (c) Non -Routine Work. .Operator will perform all Non -Routine Work as to the Facilities, in accordance with this Section. Operator will recommend Non -Routine Work as described in Exhibit D attached hereto when, in Operator's opinion, the condition of the Facilities might impair reliability, or when it is otherwise deemed necessary or preferable, consistent with prudent practices generally followed by the gas pipeline industry under similar circumstances ("Recommended Non -Routine Work"). Operator will notify and provide recommendations to Owner as soon as practical after identifying the need for Recommended Non -Routine Work. Owner will review and act on Operator's Opcmunns and Mamtcnanx AZm ntmt 4 Natural Lias Facilities Harland Cnnt Pmd m lnhn Wd.1" Recommended Non -Routine Work as soon as practical after notification. Owner will not unreasonably withhold or delay its approval of any reasonable Operator Recommended Non -Routine Work concerning a condition affecting the Facilities that might impair the reliability or safety of the Facilities. In the event that Owner fails to approve Operator Recommended Non -Routine Work, then Operator shall bear no responsibility or liability whatsoever for any claims, losses, costs, expenses, demands, fines, personal injury, or property damage arising from or related to the Facilities connected with such Recommended Non -Routine Work. (d) Emergency Work. Operator will perform all Emergency maintenance and repair of the Facilities consistent with prudent practices generally followed by the gas pipeline industry under similar circumstances. Operator will notify Owner of any Emergency condition affecting the Facilities promptly after Operator learns of such condition and will consult with Owner, as far as practical, concerning the actions that are necessary. If Owner fails to respond or if Operator is otherwise unable to consult with Owner, the Operator shall take those actions that Operator believes are necessary consistent with prudent utility practices and will contact Owner as soon as possible after the fact. (e) Scheduling. To the extent reasonably possible, the performance of repair or maintenance that affects the operations of the Facilities shall be scheduled to be performed only at times acceptable to Owner. Except for Emergency or unplanned work, in the event it is necessary to either interrupt or curtail the gas supply or to otherwise impose abnormal operating conditions on the Facilities, Owner shall be notified in advance and an agreement must be reached as to the time scheduled for such work. (f) Work by Others. If any part of the Operations is dependent upon the quality and completeness of work performed under another contract unrelated to Operator, Operator shall not be responsible (Mvalnmc and Maimcnanm Agrmmal Natural frac Facilid. Hcanland Conn PradnaR Jahn Wetw" if the work performed under the other contract is defective or unsuitable and such condition affects the timing, scheduling or quality of the Operations performed by Operator hereunder. Section 2.2 Personnel. Operator may employ or, contract for, the services of and be responsible for the supervision of Persons (including consultants and professional, service or other organizations) reasonably required by Operator to perform the Operations in an efficient and prudent manner. The number of Persons used by Operator in conducting the Operations, their hours of work and their compensation for services performed shall be determined by Operator. All employees and other personnel provided by Operator pursuant to this Agreement shall be the employees or independent contractors of Operator and in no event shall such employees or other personnel be deemed employees or contractors of Owner. On or before the Commencement Date, Operator shall designate to Owner in writing a representative who shall be authorized to act on behalf of Operator as to the Operations and with whom Owner may consult at all reasonable times. Operator may change its representative by written notice to Owner. Section 2.3 Operator Warranties. Operator warrants and represents to Owner as follows: Operator shall perform the Operations, and shall require all contractors, subcontractors and materialmen furnishing labor, material or services for the Operations to perform their services and carry out their responsibilities, in a diligent, safe and efficient manner in accordance with good workmanlike and prudent practices generally followed by the gas pipeline industry under similar circumstances, but such practices shall not be less than as may be specifically required by this Agreement. In carrying out such responsibilities, Operator shall comply, and shall use its reasonable efforts to require all contractors, subcontractors and materialmen to comply, with all Laws of Governmental Authorities having jurisdiction. All policies and procedures to be developed by Operator hereunder shall be available to Owner for its review at Operator's office during normal business hours. (1Fcmtinna and Maintenance Agreement / Nalaml faa Funhnca b ",."[and Com Frndncta John W.W. THESE WARRANTIES ARE EXCLUSIVE AND GIVEN IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE). Section 2.4 Owner Warranties. Owner warrants and represents to Operator that the information it supplies to Operator upon which the Operations may be based is true and correct to the best of Owner's knowledge. Section 2.5 Monthly Fee for Routine Work. With respect to each calendar month from and after the Commencement Date, Owner shall pay to Operator the Monthly Operating Fee for performing such Routine Work. The Parties shall review the Monthly Operating Fee on an annual basis, starting on July 1, 2017 and on each July 1 thereafter, and reserve the right to modify the fees upon mutual agreement. Section 2.6 Comnensation for Non -Routine Work. Except for any non -routine expenditure that results from Operator's breach of this Agreement, negligence, or willful misconduct, Owner shall bear the cost of any direct out-of-pocket expenditure reasonably incurred by Operator for Non -Routine Work performed in connection with the Facilities, including labor and materials, plus Operator's overhead of 10 percent (10%) of such costs. Any Non -Routine Work that is in excess of $500.00 per event and that is not the result of an Emergency, will be reviewed and approved by the Owner in advance, subject to Section 2.1(c). "Non -Routine Work" is defined in more detail in Exhibit D attached hereto. Section 2.7 Payment. On or before the fifteenth (15th) day of each calendar month, Operator shall render an invoice to Owner indicating all fees payable under this Agreement for the preceding Operations and Maintenance Agreement Nannal fisc Facilities 7 Heartland Corn Fmdnnc Jahn Welacier calendar month. Payment is due from Owner on or before the fifteenth day following the date the bill is issued by Operator. A late payment charge of one and one-half percent per month, or the legally authorized maximum interest rate, whichever is lower, shall be levied on any unpaid balances. Section 2.8 Owner Duties. Owner shall fully cooperate with Operator in performing Operations. Owner hereby grants Operator the non-exclusive right to access and use the Facilities, for purposes of and subject to the terms of this Agreement. ARTICLE III: TRANSFERS OF RESPONSIBILITIES OF OPERATOR Transfer of Responsibilities. (a) Upon the expiration of this Agreement or the removal of Operator under Section 7.2, the Operator shall assign, transfer and deliver to the Person selected by Owner to succeed Operator (or to such other Persons as Owner shall direct) (1) possession and control of the Facilities and all Operations and (2) to the extent requested by Owner, all contracts, warranties, operating and maintenance manuals, designs, drawings, operational plans, proprietary information and operational rights obtained or entered into by Operator exclusively with respect to the Facilities or exclusively in connection with the Operations, in each case without giving rise to any penalty, charge, restriction, lien, security interest, encumbrance, cancellation, termination, acceleration or change in terms not previously approved by Owner. Operator shall fully cooperate with Owner in transfer of Operations hereunder to Owner or a successor operator designated by Owner. Upon termination, Operator shall return to Owner all original records and any materials purchased by Operator and paid for by Owner, such as pretested pipe, valves and other miscellaneous materials and supplies. (b) As soon as practicable after the date on which the Operator is required to transfer its responsibilities as provided in Article III (a), Owner may conduct an audit and inventory of the Facilities and all of Owner's assets and properties operated, managed or controlled by Operator. Such audits and inventory shall be used in the return of and the accounting Operalions and Mainlcnan" AWMMCnl Naloral Gas Faclmcs Hcaab.d CM Pmducls Jnhn W.fwl for the Facilities and Owner's properties and assets by Operator for the purposes of the transfer of responsibilities under Article III. All costs and expenses incurred in connection with such audits and inventory shall be borne by Owner. ARTICLE IV: INSURANCE, Section 4.1 Owner's Insurance. Owner shall procure and maintain in full force and effect, at the Owner's cost, all risk property insurance in an amount equal to the full insurable value of the Facilities. Section 4.2 Operator's Insurance. Operator shall procure and maintain in full force and effect at the Operator's cost, the following insurance coverage: (a) Worker's Compensation and Employer's Liability insurance in accordance with the laws of Minnesota with limits for Employer's Liability of $1,500,000 per accident or disease, aggregate as disease. (b) Business automobile liability insurance covering owned, non -owned and hired vehicles with minimum combined single limits for bodily injury and property damage for any single loss of $2,000,000. (c) Commercial general liability insurance with completed operations coverage for claims alleging bodily injury including death and damage to property of others, with a combined single limit of $2,000,000 for bodily injury and property damage per occurrence and $3,000,000 in the aggregate. (d) Excess liability insurance for claims alleging bodily injury including death and damage to property with a combined single limit of $5,000,000 for bodily injury and property damage per occurrence and in the aggregate. Section 4.3 Other Insurance Requirements. Each Party shall be listed as an additional insured with respect to the insurance coverage required under this Article IV. All insurance policies shall be endorsed to provide that all insureds and Opaalinns and Mamlcnanm Aarm-1 9 Natural Oae Fmiliuea Ileardaad ran N dum Jnhn WCMra additional insureds hereunder be given thirty (30) days' advance notice of cancellation or material change. Within thirty (30) days of the date of this Agreement, each Party shall furnish to the other Party certificates as evidence showing that the insurance policies to be carried in accordance with this provision have been obtained. Section 4.4 Maximum Liabilitv. Operator's maximum liability is limited to a combined single limit of $1,500,000 by Minnesota Statute. ARTICLE V: FORCE MAJEURE Section 5.1 Performance Excused. If any Party is rendered unable, wholly or in part, by force majeure to carry out its obligations under this Agreement, other than the obligation to make money payments or to furnish security, that party shall give to all other parties prompt written notice of the force majeure with reasonably full particulars concerning it; and thereupon, the obligations of the party giving notice, so far as they are affected by the force majeure, shall be suspended during, but no longer than, the continuance of the force majeure. The party claiming force majeure shall notify the other parties of the force majeure situation within a reasonable time after the occurrence of the facts relied on and shall keep all parties informed of all significant developments. Such notice shall give reasonably full particulars of said force majeure, and also estimate the period of time, which said party will probably require to remedy the force majeure. Force Majeure does not relieve the operator of the contractual responsibilities to operate the Facilities; provided that, the Facilities can be operated utilizing reasonable and safe methods. The affected party shall use all reasonable diligence to remove the force majeure situation as quickly as practicable in an economic manner. The requirement that any force majeure shall be remedied with all reasonable dispatch, shall not require the settlement of strikes, lockouts or other labor difficulty by the party involved, contrary to its wishes; how all such difficulties shall be handled shall be entirely within the discretion of the party concerned. Opemli—and Mamlcnanm Agrc wl 1 0 N.1-1 6u F-1.1ica Ncnnland Com 14oduda John W.1.1a Section 5.2 Force Maicure Defined. The term "force imajeure", as here employed, shall mean an act of God, strike, lockout or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, earthquake, explosion, governmental action, governmental delay, restraint or inaction, unavailability of equipment and any other cause, whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of the party claiming suspension. ARTICLE VI: ASSIGNMENT Section 6.1 Assignment by Owner. Owner may not assign all or any part of its rights or obligations under this Agreement without prior written consent of Operator. Section 6.2 Assisnment by Ooerator. Operator may not assign all or any part of its rights or obligations under this Agreement without the prior written consent of Owner. Such approvals shall not be unreasonably delayed, withheld or conditioned. ARTICLE VII: TERM Section 7.1 Term. This Agreement shall become effective on the Commencement Date and shall continue in force and effect until "Nine a.m. Central Clock Time" on July 1, 2017, and year-to-year thereafter, subject to termination. (a) Owner shall notify Operator in writing ninety (90) days prior to the expiration date of this Agreement as to Owner's desire for Operator to continue operations of the Facility. Operator shall respond in writing to Owner within thirty (30) days of receipt of Owner's notice and on or before sixty (60) days prior to the expiration of this Agreement regarding the Operator's desire to continue as Operator. 0PCr (k. and Maimana A91-1 11 Nammtfin Facdaw HmMand Cm Prcxkxl% Jnhn Welwar Section 7.2 Default and Termination. Upon failure by either Party in the performance of any provision, condition or requirement herein, the other Party may give notice in writing to the defaulting party specifying the default. Unless such default is cured within thirty (30) days following receipt of such notice to the defaulting Party, or if such default is susceptible of being cured and such cure cannot be completed with such thirty (30) days period, then if the cure thereof is not undertaken promptly upon receipt of such notice and diligently prosecuted thereafter, this Agreement may be terminated within sixty (60) days of the date of the notice claiming default was written at the option of the Party serving such notice of default. Section 7.3 Effect of Termination. Termination of this Agreement shall not relieve either Party from any obligation including payments due for Operations as provided in this Agreement, accruing to the date of such termination or relieve any Party of any liability for its breach of this Agreement. Article III shall survive any termination of this Agreement. ARTICLE VIII: MISCELLANEOUS Section 8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without reference to the choice or conflict of law, rules or principals thereof which would refer the matter to the laws of another jurisdiction. Each Party shall abide by the Laws of any Governmental Authorities with jurisdiction over the matters of this Agreement, as may be amended from time to time. Section 8.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, understanding, representations or warranties between the parties other than those set forth or referred to herein. (Dcmians and Mawcaancc Agrccrn m 12 Nal—I r— F.61W x Heanlnnd Corn ft dads Jnhn We .r Section 8.3 Notices. Except as otherwise specifically provided, all notices authorized or required between the Parties by any of the provisions of this Agreement, shall be in writing, in English and delivered in person or by registered mail or by courier service or by any electronic means of transmitting written communications that provides confirmation of complete transmission, and addressed to such Parties as designated below. The originating notice given under any provision of this Agreement shall be deemed delivered only when received by the Party to whom such notice is directed, and the time for such Party to deliver any notice in response- to such originating notice shall run from the date the originating notice is received. The second or any response notice shall be deemed delivered when received. "Received", for purposes of this Section with respect to written notice delivered pursuant to this Agreement, shall be actual delivery of the notice to the address of the Party to be notified, specified in accordance with this Section. Each Party shall have the right to change its address at any time and/or designate that copies of all such notices be directed to another Person at another address, by giving written notice thereof to all other Parties. Heartland Corn Products 53331 State Highway 19 P.O. Box A Winthrop, MN 55396 Attention: Tim Miller E -Mail: timm@heartlandcorn.com Telephone No.: 507-647-5000 Hutchinson Utilities Commission 225 Michigan St. SE Hutchinson, Minnesota 55350 Attention: John Webster E -Mail: jwebster@ci.hutchinson.mn.us Fax No.: 320-587-4721 Operatmna and Manncnancc Ag mmcal 13 Nam. rias Familia Nrnmland Cm Frrdumc Jnhn Wchmtt Section 8.4 Successors and Assigns. Subject to the restrictions and requirements on assignment and transfer contained in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Section 8.5 Headings. The headings to Articles, Sections and other subdivision of this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. Section 8.6 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing, signed by all Parties. Any Party may, only by an instrument in writing, waive compliance by another Party hereto with any term or provision of this Agreement on the part of such other Party hereto to be performed or complied with. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Section 8.7 Schedules and Exhibit. All Schedules and Exhibits to this Agreement are hereby incorporated by reference. Section 8.8 Agreement for the Parties' Benefit Only. This Agreement is not intended to confer upon any Person not a party hereto or a permitted successor or assign of a Party any rights or remedies hereunder, and no Person, other than the Parties or a permitted successor or assign thereof, is entitled to rely on any covenant or agreement contained herein. Oraratima and M—I... M Agrw..l 1 W-1 Cas F.11nia ,,.,..d Com N d -M John W.Niff Section 8.9 Severabilitv. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Section 8.10 Independent Contractor; No Partnership. Operator shall perform its duties and obligations hereunder as an independent contractor, and nothing contained herein shall be deemed to create a relationship of employer/employee, master/servant, agency, partnership or joint venture. This Agreement is not intended to create, and shall not be construed to create, a relationship of partnership or an association for profit between Operator and Owner. Section 8.11 Data Practices Act. The Parties acknowledge that Hutchinson is subject to Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13 (the "Act"), including limiting public access to trade secret and other protected data. Each Party agrees to defend, indemnify, and hold harmless the other Party, its officials, officers, agents, employees, contractors, and subcontractors from any claims resulting from unlawful disclosure and/or use of such protected data. Heartland Corn Products agrees to promptly notify Hutchinson if Heartland Corn Products receives a request to access the terms of this Agreement, and to cooperate with Hutchinson if Hutchinson seeks a protective order, at Hutchinson's expense. Heartland Corn Products agrees to promptly notify Hutchinson if Heartland Corn Products becomes aware of any potential claim, or facts giving rise to potential claims, under the Act. The terms of this section shall survive the termination of this Agreement. spun inns and Mainlcnancc Agr=cni 1 Nalural fins Faoiliti. Heartland Corn Produces John Webster Section 8.12 News Releases. News releases concerning the Operations or the Facilities shall only be made in accordance with the following guidelines, subject to the requirements of applicable laws and governmental rules and regulations: No public announcement or statement shall be issued by Operator unless prior to its release Owner has been furnished with a copy of such statement or announcement and the reasonable approval of the Owner has been obtained. Where a public announcement or statement becomes necessary or desirable because of an Emergency as a result of activities arising under this Agreement, Operator is authorized to issue and make such announcements or statements without prior reasonable approval of the Owner, but shall promptly furnish Owner with a copy of the announcement or statement. Section 8.13 Authoritv to Enter Agreement. Each party to this Agreement represents and warrants that it has full and complete authority to enter into and perform this Agreement. Each person who executes this Agreement on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby. Section 8.14 Alternative Dispute Resolution. Whenever the Parties disagree on the interpretation or enforcement of this Agreement, or upon calculations or payments, then upon written request of either Party, representatives with settlement authority for each Party shall meet in person and confer in good faith to resolve the dispute. If the Parties are unable to resolve the dispute, they shall submit their dispute to mediation pursuant to the Minnesota Civil Mediation Act. If the dispute is not resolved by mediation, the Parties may invoke their legal remedies available at law. Section 8.15 Counterparts. This Agreement may be executed in counterparts, and each executed counterpart shall have the same force and effect as an original instrument. ONral—s and Mmnicnancc Agrxmcm 16 N.1-1 Ga, Paciiiicr. Hrnnlnnd Corn N dw. Jahn WcMdcr ARTICLE IX: LIABILITY; INDEMNITY Section 9.1 Indemnification by Owner. Owner shall defend, protect, indemnify, and hold harmless Operator, and its members, directors, officers, employees and agents from and against all liability, claims, liens, costs, expenses, demands, fines or other actions imposed by any Governmental Agency with jurisdiction, suits and causes of action of every kind and character arising in favor of any third party on account of personal injuries or death, or damages to property (including without limitation claims for pollution and environmental damage) in any way directly resulting from the negligent acts or omissions of the Owner, its agents, employees, representatives, or contractors, or from the failure of Owner, its agents, employees, representatives, or contractors to perform its obligations under this Agreement and in compliance with all applicable Laws. This indemnity includes Owner's agreement to pay all costs of defense, including without limitation attorneys' fees, incurred by any person or party indemnified herein. Owner acknowledges that utility equipment malfunction or failure may occur notwithstanding the inspection, maintenance, and repair work performed hereunder, and hereby indemnifies, releases, and holds Operator harmless from any claim or liability, and any direct or indirect damages claimed or actually suffered (including, without limitation, consequential damages and loss of profits), resulting from any utility equipment malfimction or failure occurring during the term of this Agreement, except such claims or liability directly resulting from the negligent acts or omissions of Operator. Section 9.2 Indemnification by Operator. Subject to Section 2.1 (c), Operator shall defend, protect, indemnify, and hold harmless Owner, and its members, directors, officers, employees and agents from and against all liability, claims, liens, costs, expenses, demands, fines or other actions imposed by any Governmental Agency with jurisdiction, suits and causes of action of every kind and character arising in favor of any third party on account of personal injuries or death, or damages to property (including without limitation claims for pollution and environmental damage) in any way directly resulting from the negligent acts or omissions of Operator, its agents, employees, representatives, or contractors, or from the failure of Operator, its agents, employees, representatives, or contractors to perform its Operalmntand Maine mm Ag—cal 1 Natuml G.. F—Im. Hc.dlmd C— P".m Jnhn Wch w obligations under this Agreement and in compliance with all applicable Laws. This indemnity includes Operator's agreement to pay all costs of defense, including without limitation attorneys' fees, incurred by any person or party indemnified herein. Operator agrees that the obligations of indemnification herein include, but are not limited to, liens by third parties against Owner and its property because of labor, services, materials, or any other subject of lien, fiirnished to Operator or its assignees or subcontractors, in connection with any work performed by Operator hereunder. Section 9.3 No Consequential Damages Under no circumstances shall either Party hereto be liable to the other hereunder for indirect, special, consequential or similar damages, or for loss of profits. opermmna and Mamlcnanm Agreement 1 Naruml Gas FacihOa Hmrliand Cam ft dw, Jahn Wchalcr WHEREFORE, the Parties have executed this Agreement in two (2) duplicate originals by their duly authorized, respective officers, effective as of the date specified above. HUTCHINSON UTILITIES COMMISSION By; Name: Donna L.uhrina Title: Commission President Date: Witness: ,I. Date: Operattons and W n— m Agmment 19 Natural Gaa Fxtlnia 11-11and Corn N dud% John Wchatcr HEARTLAND CORN PRODUCTS By: (15_ Name:"G Title: C-&� Date: Witness: Date: EXHIBIT "A" This Exhibit "A" is attached to and made part of that certain Operating Agreement — Natural Gas Facilities (the "Agreement") by and between Heartland Corn Products ("Owner") and Hutchinson Utilities Commission ("Operator"). OPERATOR'S PAYMENT INSTRUCTIONS: For the purpose of this Agreement, Owner shall make all payments provided in the Agreement to Operator via Check to the following: Hutchinson Utilities Commission 225 Michigan St SE Hutchinson, Minnesota 55350 EXHIBIT "B" This Exhibit "B" is attached to and trade part of that certain Operating Agreement — Natural Gas Facilities (the "Agreement") by and between Heartland Corn Products ("Owner") and Hutchinson Utilities Commission ("Operator"). Owner has constructed (or will construct) and own the natural gas facilities, including all appurtenances thereto, ("Facility" or "Facilities") serving Heartland Corn Products, Winthrop, Minnesota. Each interconnected third party natural gas operator shall operate their respective pipeline facilities connected to the Facilities. EXHIBIT "C" This Exhibit "C" is attached to and made part of that certain Operating Agreement — Natural Gas Facilities (the "Agreement") by and between Heartland Corn Products ("Owner") and Hutchinson Utilities Commission ("Operator"). ROUTINE WORK Monthly Fee: $500.00 All materials shall be charged at a cost plus 10% to cover all inventory and purchasing fees. COMPLETE LIST OF ROUTINE ITEMS: A. Maintenance, Repair and Security 1. Perforrn all day-to-day operations and maintenance of the Facilities 2. Maintain, test and repair all valves 3. Perform continuing surveillance of the Facilities and provide valve security 4. Maintain, test and repair regulators 5. Maintain the cleanliness and environmental soundness of the Facilities 6. Make minor mechanical repair 7. Perform preventative maintenance 8. Respond to service calls, including emergencies, during HUC standard work hours (6:30 AM to 5:00 PM, Monday through Friday), except to the extent response to an emergency requires additional personnel that are not on duty during said emergency and/or additional outside contractors S. Legal and Regulatory Compliance 1. DOT regulatory agency reporting 2. Maintain DOT System records 3. Maintain Training & DOT Operator Qualification Program and records 4. Maintain Anti -Drug and Alcohol compliance programs 5. Provide line locating and one call response services, including documentation, as requested by Owner 6. Maintain membership in Gopher State One -Call Program 7. Develop and maintain operating procedures, maintenance procedures, and training plans and procedures to be followed for Operations, and ensure procedures and plans are available for review by Owner in Operator's office during normal business hours EXHIBIT "C", continued 8. Perform all DOT mandated audits and inspections at required frequency 9. Develop and maintain Emergency Response Plan, Operation & Maintenance Manual, Operator Qualification Plan, Public Awareness Program, Control Room Management Plan, and Distribution Integrity Management Program, including annual updates 10. Prepare all necessary reports related to field operations of the Facilities for applicable Governmental Authorities 11. Reporting to Owner any notices of violations of any Laws or Permit provisions 12. Develop any other plans, reports, and other documents as may be required by any Governmental Authority with jurisdiction over the Facilities 13. Otherwise maintain the Facilities' and Operations' ongoing compliance with all Laws and Permits C. Monitoring and Testing 1. Read Heartland Corn Products' meter/s on a daily basis. 2. Provide cathodic protection monitoring, maintenance, documentation, and recordkeeping for the Facilities 3. Witness third party meter calibrations at the request of Owner. 4. Perform routine field level monitoring of metering and regulation facility operations 5. Perform internal and external corrosion inspections 6. Perform monthly odorization monitoring 7. Perform atmospheric corrosion surveys 8. Perform routine line patrols 9. Perform distribution leakage surveys 10. Maintain proper documentation on all inspections, tests and calibrations D. Community Relations 1. Facilitate annual damage prevention training meeting for excavation contractors 2. Develop and implement Community Awareness Programs, including, but not limited to, membership in Minnesota Community Awareness Emergency Response program 3. Act as public liaison with appropriate emergency responders and public officials EXHIBIT "C", continued F. Other 1. Maintain in force and effect, and require all contractors (and their subcontractors) performing services for the benefit of Owner to maintain in force and effect, insurance of the types and in the amounts specified by Owner. 2. Undertake all reasonable efforts to keep the Facilities, all contracts relating to the Operations, and all property and rights of Owner free and clear of any and all liens, encumbrances, security interests, charges, claims and restrictions arising out of or on account of the Operations 3. Maintain 24-hour emergency telephone number 4. Procure and furnish all materials, equipment, services, supplies, labor and supervision necessary to carry out Operator's responsibilities under this Agreement. EXHIBIT "D" This Exhibit "D" is attached to and made part of that certain Operating Agreement — Natural Gas Facilities (the "Agreement") by and between Heartland Corn Products ("Owner") and Hutchinson Utilities Commission ("Operator"). NON -ROUTINE WORK EXAMPLE OF NON -ROUTINE ITEMS: Expense ** 1. Perforrn routine meter testing and calibration Cost + 10% 2. Perforin routine pressure and temperature correcting instrument testing and calibration Cost + 10% 3. Painting Cost + 10% 4. Retirement of Facilities Cost + 10% 5. Engineering Studies (as required) Cost + 10% 6. After -hours, holidays, weekends emergency response Cost + 10% 7. Additional personnel as my be required during emergencies Cost + 10% 8. Additional contractors as may be required during emergencies Cost + 10% 9. Fees for Public Awareness Program Materials Cost + 10% 10. Fees associated with Community Awareness Emergency Response Program Cost + 10% 11. Any and all other items relevant to the metering and regulation facility operation and maintenance that are neither listed above nor included in the attached Exhibit C. Cost + 10% EXHIBIT "W', continued ** "Expense", as referenced above, shall be the cost of materials, equipment and third party labor to complete the applicable work or project. Operator shall invoice such cost plus 10%. In addition thereto, Operator shall charge $60.00 per man-hour. All vehicles and equipment shall be charged by the amount reflected in the following table Labor and Eauinment Rates (ner Hour) AIR COMPRESSOR $42.00 WELDER $52.00 BACKHOE $80.00 MINI EXCAVATOR $70.00 VEHICLE $47.00 OPERATOR $60.00 Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101-2887 4 A -0r j n g t e d Tel: 651-223-3000 p Fax: 651-223-3002 www.springsted.com June 28, 2016 Mr. Jeremy Carter General Manager Hutchinson Utilities Commission 225 Michigan Street SE Hutchinson, MN 55350 Re: Classification and Compensation Study Summary Dear Mr. Carter: Springsted Incorporated is pleased to provide the Hutchinson Utilities Commission with the completed Classification and Compensation Study. The Hutchinson Utilities Commission retained Springsted Incorporated to conduct a Classification and Compensation Study in the fall of 2015. The Study represents a thorough review of the internal relationships of Utilities positions based on current job responsibilities and job requirements, a thorough market analysis of equivalent positions in comparable organizations and development of a proposed compensation plan to ensure internal equity and market competitiveness of Utility positions. A compensation system provides the framework for determining how employees will be paid. As a general rule, most organizations conduct comprehensive classification and compensation studies approximately every five to seven years ensuring their ability to hire and retain qualified employees and that internal relationships are equitable. The external market comparison is important because it ensures that the compensation plan is adequate to attract new employees and retain existing employees. Conducting periodic reviews of internal and external comparability of an organizations compensation program will assist in maintaining a long-term compensation program and in recruiting and retaining qualified, experienced employees. Market Survey. The comprehensive compensation and benefits survey included 32 Utility positions. Forty-two public and private utilities in Minnesota, Iowa, South Dakota and Wisconsin, listed below, were selected to participate in the survey. Information was received from 22 organizations. • Alexandria Light and Power • Austin Utilities • Blue Earth Light and Water • Brainerd Public Utilities • City of Buffalo • City of Chaska • City of Duluth • Elk River Municipal Utilities • City of Fairmont • Grand Rapids Public Utilities • Marshall Municipal Utilities • McLeod Cooperative • Meeker Cooperative • Moorhead Public Service • City of New Ulm • City of North St. Paul • Owatonna Public Utilities • Rochester Public Utilities Public Sector Advisors • City of St. Peter • Shakopee Public Utilities Commission Willmar Municipal Utilities Worthington Public Utilities • Alliant Energy • CenterPoint Energy • Great River Energy • MN Power • Xcel Energy • Ames Municipal Utilities • Cedar Falls Utilities • Indianola Municipal Utilities • Muscatine Power and Light • Waverly Light and Power • City of South Sioux City • Brookings Municipal Utilities • City of Pierre • City of Vermillion • Watertown Municipal Utilities • Kaukauna Utilities • Marshfield Utilities • Menasha Utilities • Shawano • Municipal Utilities Wisconsin Rapids Waterworks & Lighting Commission The survey participants were selected based on their similarity to the Hutchinson Utilities Commission, geographic location and comparability of positions to Hutchinson Utilities Commission positions. The organizations in bold are the entities in which we were able to gather salary information. Survey respondents were asked to provide information only on those Hutchinson Utilities Commission positions which they considered to be comparable to positions in their organizations. Therefore, survey respondents did not provide data for every position surveyed. Survey Results. Of the 32 positions included in the survey, the information for 25 of the positions was included in the overall analysis. Seven positions were not included in the analysis as the information collected was either incomplete or inconsistent. On average the salary ranges of Utility positions are consistent with the market average. It should be noted that not all positions at the Utility have salary ranges so for comparison purposes, the actual wages of those positions are compared to the average maximum salaries. Minimum salaries are 2.03% above the average minimum salaries, midpoint wages of the surveyed positions are, on average, .20% below the market and the maximum and actual salaries on average are 1.97% below the market. For comparison purposes, wages which are within 5% above or below the market average, dependent on the organizations pay philosophy regarding market relationship, are considered to be competitive, which indicates that, on average, the Utility's wages are considered to be consistent with the market, however, there are some positions which fall more than 5% above and below the average. A summary of the survey results is in Appendix I. Compensation Philosophy. A pay philosophy guides the design of a compensation system and answers key questions regarding pay strategy. It generally takes a comprehensive, long term focus and explains the compensation program's goals and how the program supports the employer's long-range strategic goals. Without a pay philosophy, compensation decisions tend to be viewed from a short-term tactical standpoint apart from the organization's overall goals. Market competitiveness and internal equity are among the most important areas addressed in a pay philosophy. An organization's desired market position involves defining the market and identifying where the organization wants to be positioned within that market. Market position should balance what it takes to attract new employees and retain skilled employees (in other words, eliminate higher pay as the reason employees leave the organization) with the organization's financial resources. Internal equity expresses an organization's desire to provide comparable pay to positions with comparable duties and responsibilities. A pay philosophy should be developed that establishes a compensation program based on individual employee performance as a key feature of the pay philosophy. Therefore, we emphasize references to performance in the pay philosophy discussion. As part of the study, it is recommended that the Utility consider these concepts in the adoption of a formal pay philosophy: • Providing fair and equitable rates of pay to employees • Defining the Utility's market area • Developing a system that establishes a "market rate" for each position and states the minimum wage and maximum rates that the Utility will pay individuals within a position • Establishing rates of pay that allow the Utility to compete successfully for new employees within its market area • Establishing a market position that is fiscally responsible with public resources • Ensuring that pay rates for existing employees are based on individual performance that meets or exceeds expectations and reflects changing economic conditions • Developing a compensation system that allows employees to progress through the pay range as long as their performance consistently meets expectations • Developing pay administration policies and procedures that ensure their consistent application between departments • Ensuring that the compensation program is understandable to employees, supervisors, managers, the Utility Council and the public Defining and Evaluating Job Classes. Employees in each Utility position completed Position Analysis Questionnaires (PAQs). Supervisors reviewed the PAQs and provided information for each position. Employees and supervisors both responded to questions regarding education and experience requirements, various job factors affecting positions, working conditions and the physical requirements of each job in compliance with the Americans with Disabilities Act (ADA). With the completion of the review of the PAQs completed by employee's and supervisor's, a review of current job descriptions along with input regarding changes to job descriptions and interviews with Utility employees, each Utility position was evaluated utilizing the SAFE job evaluation system based on the current job responsibilities and job requirements. The factors considered in determining the relative value of classifications are: • Training and Ability • Level of Work • Physical Demands • Independence of Actions • Supervision Exercised • Experience Required • Human Relations Skills • Working Conditions/Hazards • Impact on End Results Development of the Utility's Compensation Plan. The process of developing a salary schedule draws from the results of the salary survey along with the internal relationships of positions within the Utility. The first step in designing a compensation plan is to create a salary curve using the salary survey data for the Utility's positions and the corresponding job evaluation point factors for each position. This data produced the salary curve shown below. Any given point on the salary curve identifies where the market salary rate and the job evaluation point factors intersect. 160,000 140,000 120,000 100,000 80,000 m r'n 60,000 40,000 20,000 y-14149x+276481Hutchinson Utilities Commission R- = 0 9736 Compensation Survey 0! 0 100 200 300 400 500 600 700 800 SAFE Total Points (x) The recommended compensation plan was designed by establishing 22 pay grades with a 6 percent spread between pay grades. The midpoint of each pay grade generally corresponds with the market as defined by the salary survey. The compensation plan is designed as an open range system with a defined minimum, midpoint and maximum salary which provides flexibility for the Utilities Commission in the hiring rate for employees and in individual employee movement within the pay schedule based on factors determined by the Commission. There is a 35% spread between the minimum and the maximum of each pay range. Each position was then assigned to the appropriate salary grade in the salary schedule based on the job evaluation points of the position. The recommended compensation plan and position and grade assignment for the Hutchinson Utilities Commission can be found in Appendix II of this report. It is recommended that as part of this compensation plan, individual employee movement within the range be based on individual employee performance. Employees should receive increases based on their level of performance. An established performance evaluation includes ongoing training of the system ensuring that supervisors in all departments consistently apply performance standards. When compensation is based on performance, employees look for assurance that managers will honestly evaluate performance and not inflate ratings in order to obtain a higher salary for particular employees. Generally, such systems provide for a review by the Utility Manager's Office to provide a mechanism that helps supervisors apply performance standards consistently for all employees. When pay is based on performance, the evaluation system often provides for reviews at six or 12 month intervals, so employees know how supervisors view their performance and have the opportunity to improve performance and their prospect for a pay increase. Employees who have satisfactory or better performance evaluations should expect annual wage increases. Implementation. To implement the proposed wage schedule employees will move onto the scale based on the relationship of their current wage to the proposed range for their position. Of the Utility's 51 full- time employees, 48 have a current wage which falls within the range assigned to their position. Based on the past performance of employees we assumed an average of 4% increase for the 48 employees for illustrative purposes of the cost of implementation of the study recommendations. This cost could vary dependent on the actual performance evaluation rating of employees. The cost to move these 47 employees onto the'proposed compensation plan is $138,803.75 which is 3.51% of the Utility's total payroll. Three employees have a current wage which falls above the proposed maximum for their position. These 3 employees will receive lump sum payments based on performance. # of Staff I Current Salary Proposed Salary Difference I % Increase otals f 511 $ 3,951,147.20 $ 4,089,950.95 , $ 138,803.75 1 3.51% Employ ee Below Min 1 01 $ - $ - Is - 0 Employee Within Range ( 481 $ 3,634,217.60$ 3,773,021.35 $ 138,803.75 3.82% Employee Above Max f 31 $ 316,929.60 1 $ 316,929.60 $ - On -Going Administration. After initial implementation is achieved, the Utility will need to develop administration procedures that provide for annual salary adjustments based on market and economic conditions and adjustments that recognize individual performance. Employee Adjustments. Employees will move through the wage schedule based on and performance factors and other factors as determined by the Utilities Commission. Base adjustments. In subsequent years it will be necessary for the Utility to adjust the salary schedules based on cost of living and other factors such as recruitment and retention issues. The Utility can establish a guideline for determining annual base adjustments. For example, the Utility could base its adjustment on the Consumer Price Index (CPI). The Utility could also contact comparable jurisdictions to find out what percentage adjustment they are making to their pay scales as a second level of verification of the pay range adjustment. This would also ensure that the Utility maintains marketability among comparable regional organizations. If the CPI for example, is 3.0 a 3.0 percent increase would be applied to the pay scale. In addition, employees would move to the next step of the wage schedule on their anniversary date, based on satisfactory performance. By making this base adjustment to all employee salaries, the Utility ensures that employees will not again fall behind the market. Summary. The Utility's current compensation plan, on average is consistent with the market. A review of the internal relationships of positions within the Utility indicates that there were some inequities amongst comparable positions. The study recommendations will ensure the Utility's compensation plan is internally consistent and equitable and competitive with the market. Please contact me if you have any questions. Respectfully submitted, OgAA 8 041ttonea Ann S. Antonsen, Vice President Consultant APPENDIX I Market Survey Information Salary Survey Summary I Numberof L Avera a Average I Minimum Salary I Midpoint Salary I Maximum Salary Position Surveyed 1 Respondents YOS Midooint I Lowest I Highest I Average I Lowest I Highest I Lowest { Highest I Average - Admmstratve Coordmaix I 11 I 913 1 58,880 21 I 41,366 00 1 58.690 00 I 50,086 62 I 50 611 00 I 71,267 00 I 58 962 00 I 83,844 00 1 67,531 33 IDNU General Manager I 18 1 13.50 I 144,336.96 1 98,86240 1 144,393.60 1119,405.40 1126,761.00 I 183,268.80 1140,119.00 i 222,144.00 1 166,770.64 1Electric Crew Chief I 20 I 20.24 I 78,960 67 I 61,971.00 I 76,794.00 I 69,024.52 I 70,532 80 I 86,382.50 1 75,067.20 I 100,753 0 1 87,732.04 lEleclre Lineperson I 22 I 11.99 I 67,326.84 147,206.00 1 70,096.00 157,461.36 I 55,536 00 1 79,029.50 I 63,866.00 1 92,976.00 1 76,872.12 IElectric Transmission/DistibufonManager I 16 1 25.03 I 100,043.12 171,615.00 l 98,327.00 184,845.02 185,06160 1 119,277.60 1 92,367.00 1144,580.80 1 115,241.22 Engineering Technician I 14 1 9.76 1 59,845.99 1 45,718.00 I 61,644 00 152,185.14 I 52,988.00 1 70,860 00 1 56,201.60 I 80,076.00 1 67,188 31 Electric Meter Crew Chief I 9 I 19.00 { 75,76612 153,414.40 I 78,624.00 166,395.05 I 67,444.00 1 83,792.50 1 71,427.00 1 94,702.00 1 84,266.23 Electric Meter Technician I 13 I 15.80 1 59,294.26 1 43,166.00 I 59,259.00 152,591.69 I 51,799.50 1 68,009.50 1 59,550.40 1 79,123.00 1 66,661.80 Engineering Services Manager I 10 I 13.71 I 104,024.64 I 75,187.00 1100,462.00 187,202.30 I 93,007.00 1 124,100.00 1 99,248.00 1 147,738.00 1 120,846.98 Maintenance Eiecincian I 10 I 13.93 I 70,414.50 153,934.00 1 73,882.00 1 65,295.33 1 65,447.00 I 76,481.50 1 63,665.70 1 83,324.80 1 75,075 34 DNU-SvstDm Control Crew Chief I 3 1 2500 I 75,903.50 I 56,012 00 I 72,883.00 I 64,447.50 I 68.014.50 I 83.792 50 I 80 017 00 1 94 702 00 1 87,359 50 DN1.1-SystemContoller I 4 I 1950 I 73,02878 I 55,27100 1 80,30700 161,35200 { 64,48250 I 99,20150 1 73,69400 1 118,960 1 84,70557 I 15 I 11.13 I 49,879.47 135,412.00 I 46,925.00 143,417.17 I 41,314.00 I 55,727.00 I 45,635.20 I 65,561.00 I 55,950.04 IAccountCoordinabr A=unt$UD8rvisor I 14 1 14.50 1 69,649.68 1 50,401.00 I 72,201.00 161,068 28 162,950.50 I 79,329.50 1 70,428.80 I 93,329.00 I 78,231.08 Accountant I 16 I 10.63 I 64,786.46 149,171 00 I 62,524.80 154,232.00 160,678 00 I 71,844.00 I 71,386.00 I 84,110.00 I 75,100.20 Computer Systems Analyst I 11 I 15.56 I 69,078.76 1 49,970.00 1 70,466.00 158,992 89 I 60,678.00 I 79,300.00 I 69,451.00 I 94,405.00 I 79,164.63 [Energy Conservation Admlmstabr I 10 I 11.19 I 72,891.00 I 57,648.00 I 65,981.00 160,847 00 169,177.50 I 76,978.00 I 80,707.00 I 87,975.00 I 84,935.00 1 Financial Manager I 17 1 10.09 1 103,360.99 I 69,295.00 1 97,884.80 185,899.72 I 85,024.00 I 119,277.60 1 100,547.00 1 144,580.80 1 120,631.05 IPurchasinghrivenbry Agent I 15 1 18.33 1 65,60000 I 44,096.00 I 64,195.00 153,972.80 I 53,539.00 I 79,300.00 1 62,98200 I 94,879.00 I 77,064.00 (Crew Chief- Nalural Gas Distibufon I 5 I 20.00 1 73,969.89 I 65,330 00 I 72,342.00 169,403.55 I 72,342.00 I 79,329.50 I 65,832.00 I 93,329.00 I 77.235.93 ICrewChief- NaturalGasMetaring/Regulafon 1 3 I 17.00 I 74,092.03 162,812.00 I 72,384.00 167,598.00 172,384.00 I 76,271.50 I 72,384.00 I 89,731.00 I 80,350.33 IDNU - Crew Chief- NatralGasTransmssion I I I I I I I I I 1 I IMeter Repair/Serviceperson 1 5 I 20.78 I I I I I I I 67,683.00 1 70,928.00 1 69,003.02 DNU - Natural Gas Dwecbr I 5 I 29.38 I 86,38417 I 65.330 00 I 75,187,0 I 71,364 33 I 79,329.50 I 93,984.50 I 93,32900 I 112,78200 1 101,404 00 IWelder/Service Person I 5 I 13.00 I 57,617.46 142224.00 I 50,232.00 147,592.47 I 51,272.00 I 58,715.50 I 60,320.00 I 73,070.40 1 67,897.49 IDNU - Crew Chief- Maintenance I 3 I 15.50 I 71,160 27 I 56.638 40 I 67,591,0 I 62,493 80 1 60,860.80 I 79,065 50 1 65,083 20 1 94,879.00 1 79,826 73 DNU - Crew Chief- Operations I 4 1 24.50 I 74.578 55 I 47,174 40 I 80,307 00 1 62,284 95 I 57,283 20 I 99201.50 I 67,121 60 I 118,096,0 1 8687215 I Maintenance Mechanic I 4 I 13.98 I 61,046 02 I 46,092.80 1 60,603.00 1 53,347.90 I 55,962.40 I 68,178.50 I 62,29600 I 75,754.00 1 67,719.70 10perafons Engineer I I I I I 1 I I I I I I Production Manager I 4 I 23.92 1 101,471.25 1 80,307.00 I 82,993.0 1 81,650 00 I 99,201.50 I 1103,741.00 I 1 118,096.00 I I 1124,489.00 I I I 121,292.50 I (Averages I I 9.63 I I 1 16.02 1 I I I I 1 1 I I I 1 I 1 I 1 I 1 I 1 1 I I I IDNU - dd not use survey mbrmaton I I I I I I 1 I I I I I I Hutchinson. MN Utilities Information Position Surveved I Min I Diff I % I Mid I Diff I % I Max I Diff I % DNU - Administrative Coordinator I 58,304.00 1 1 1 67,751.00 1 I 1 77198.00 1 I I General Manager I 122.290.001 2,884.601 2.36%1 142,105.001 (2,23196)1 -1.57%1 161.920.001 (4,85064)1 -3.00' 1 Electric Crew Chief I I I I I I 1 82,492.80 1 (5,239 24)1 -6.35, [BecticLineperson I I I I I I 1 74,796.801 (2,075.32)1 -2.77' 1 82.379.001 (2,46602)1 -2.99%1 95,724.501 (4,31862)1 -4.51%1 109,070.001 (6,171.22)1 -5.66, IEledricTransmissiorUDiisiributonManager Engineering Technician I I I I I I 1 65,145.601 (2,04271)1 -3.14' 1 Eleatic Meier Crew Chief I I I I I I 1 75,732.80 1 1 1Electric Meter Technician I I I I I 1 1 67,891.20 1 1,229.40 1 1.81' Services Manager 1 86,538.001 (66430)1 -0.77%1 100,565.501 (3,45914)1 -3.44%1 114,593.001 (6,253.98)1 -5.46' �Engineering Maintenance Electrician I I I I I I I 70.657.60 1 1 IDNU-Svstem Control Crew Chief I I 1 1 1 I I 80,12.80 1 I I DNU-Svstem Controller I I I I I I I 72.862 40 1 I IAccountCoordinabr 1 47,193.121 1 1 49,814.961 1 1 52,436.801 i 1AccpuntSupervisor 1 58,304.001 (2,764.28)1 -4.74%1 67,751.001 (189868)1 -2.80%1 77,198.001 (1,033.08)1 -1.34' (Accountant I 58,304.00 1 4.072.00 1 6.98%1 67.751.00 1 2,964.54 1 4.38%1 77,198.00 1 2,097.80 1 2.72' [Computer Systems Analyst I 71,039.00 1 12,046.11 1 16.96%1 82,542.50 1 13,463.74 1 16.31%1 94,D46.00 1 14,881.37 1 15.82 IEnergy Conservation Administrator 1 71,039.00 1 10.192.00 1 14.35%1 82,542.50 1 9,651.50 1 11.69%1 94,046.00 1 9,111.00 1 9.69' IFinandaiManager 1 82,379.001 (3,52072)1 -4.27%1 95,724.501 (7,63649)1 -7.98%1 109,070.001 (11,56105)1 -10.60' Purchasing/Inventory Agent I 58,304.00 1 4,331.20 1 7.43%1 67,751.00 1 2,151.00 1 3.17%1 77,198.001 134.00 1 0.17' (Crew Chief- Natural Gas Distibufon I I I I 1 1 1 75,462.40 1 (1,773.53)1 -2.35' (Crew Chief- Natural Gas Metering/Regulation I I I I I I 1 75,462.40 1 (4,887 93)1 -6.48' IDNU - Crew Chief- Natural Gas Transmssion 1 1 1 1 1 1 I 75,462.40 I I 1[MeierRepair/Serviceperson I I I I I I 1 67,891.201 (1,111.82)1 -1.64' IDNU - Natural Gas Director 1 122,290.00 1 1 1 142,105.00 1 1 1 161,920.00 1 1 wvelder/ServicePerson I i I I I I 1 67,891.201 (6.29)1 -0.01, IDNU - Crew Chief - Maintenance I I 1 1 I I I 75,462.40 I I DNU - Crew Chief- Operations I I I I 1 1 I 75,463.20 I I I Maintenance Mechanic I I I I I I 1 67,662.40 1 (57 30)1 -0.08' (Operators Engineer I I I I I 1 1 67,662.40 1 1 Production Manager I 82,379.001 729.001 0.88%1 95,724.501 (5,74675)1 -6.00%1 109,070.001 (12,222.50)1 -11.21, (Averages 1 I 1 1 1 1,649.93 1 1 2.03% 1 1 1 (318.88) 1 1 1 •0.20% 1 1 1 1 (1,901.82) 1 -1.97% DNU - did notuse survey information I I I I I I I I I APPENDIX II Compensation Plan and Position and Grade Assignment Compensation Plan 105,190.781 111,502.231 118,192.36 125,283.90 132,800.94 140,768.99 149,215.13 158,168.04 167,658.12 177,717.61 10 % Between Grades: 6% Range: 35.0'./0. Starting midpoint:) 45,500 "Grade Salary Range Pts Min I Mid 1 01-1135 1 1 1 38,723.401 45,500.001 1361-1154 1 2 1 41,046.811 48,230.001 1551-1174 1 3 1 43,509.621 51,123.801 1751-1195 1 4 1 46,120.191 54,191.231 1961-1217 1 5 1 48,887.411 57,442.701 2181-1241 1 6 1 51,820.651 60,889.261 2421-1267 1 7 1 54,929.891 64,542.621 2681-1295 1 8 1 58,225.681 68,415.181 2961-1325 1 9 1 61,719.221 72,520.091 3261-1357 1 10 1 65,422.381 76,871.291 3581-1391 1 11 1 69,347.721 81,483.571 3921-1427 1 12 1 73,508.581 86,372.581 4281-1465 1 13 1 77,919.101 91,554.941 4661-1505 1 14 1 82,594.241 97,048.241 5061-1545 1 15 1 87,549.901 102,871.131 5461-1585 1 16 1 92,802.891 109,043.401 5861-1625 1 17 1 98,371.071 115,586.001 6261-1665 1 18 1 104,273.331 122,521.161 6661-1705 1 19 1 110,529.731 129,872.431 7061-1745 1 20 1 117,161.511 137,664.781 7461-1785 1 21 1 124,191.201 145,924.661 7861-1825 1 22 1 131,642.681 154,680.141 105,190.781 111,502.231 118,192.36 125,283.90 132,800.94 140,768.99 149,215.13 158,168.04 167,658.12 177,717.61 10 Position and Grade Assignment 11 Proposed Range IPointslbepartment €Division ITItle I Grade I Min I Mid I Max r 163iririance IN/A lAceount CQdrdinator 1 3 1 43,509 621 51,123.801 58,737.981 r 2201Production IN/A Maintenance Mechanic 1 6 1 51,820.651 60,889.261 69,957.88 r 220IEngineering IN/A I Electric Meter Techn ician 1 6 1 51,820.651 60,889.261 69,957.88 r 220{Electric IN/A IEnKineeringTechnician 1 6 1 51,820.651 60,889261 69,957.88 r 2251NaturalGas INCA IMeterRepair/Serviceverson 1 6 1 51,820651 60,889.261 69,95788 r 240INatural Gas IN/A 1Welder/Service Person 1 6 1 51,820.651 60,889.261 69,95788 r 2431Finance IN/A (Purchasing/Inventory Agent 1 7 1 54,929891 64,542621 74,155.351 r 260IProduction IN/A 10perations Engineer 1 7 1 54,929.891 64,542621 74,155.35 r 270IFinance IN/A lAccount Supervisor 1 8 1 58,225.681 68,415.181 78,60467 r 2701Administration IN/A lAdministrative Coordinator 1 8 1 58,225.681 68,415.181 78,604.67 r 2731Finance IN/A 1Accountant 1 8 1 58,225681 68,415.181 78,604.67 r 2731FngmeennR IN/A IMaintenance Electrician 1 8 1 58,225.681 68,415.181 78,604.67 r 2751FngineerinR IN/A I System Controller 1 8 1 58,225.681 68,415.181 78,60467 r 2901 Natural Gas IN/A ICrew Chief- Metering 1 8 1 58,225 681 68,415.181 78,604 67 r 2931Electric IN/A lElectricLineperson 1 8 1 58,225681 68,415.181 78,60467 r 310IFinance IN/A IFnergyConservation Administrator 1 9 1 61,719.221 72,520091 83,320951 r 3151Production IN/A ICrew Chief -Maintenance 1 9 1 61,719.221 72,520091 83,320.951 r 330IFinance IN/A I Computer Systems Analyst 1 10 1 65,422381 76,871.291 88,320211 r 3301EngineerinR IN/A I Electric Meter Crew Chief 1 10 1 65,422.381 76,871.291 88,320.21 r 3351Production IN/A ICrew Chief -Operations 1 10 1 65,422.381 76,871.291 88,320.21 r 340IFngineering IN/A ISys tem ControICrewChief 1 10 1 65,422.381 76,871291 88,320.21 r 348INatural Gas IN/A ICrew Chief - Distribution 1 10 1 65,422.381 76,871.291 88,320.21 r 3601 Electric IN/A IElectric Crew Chief I 11 1 69,347.721 81,483 571 93,619.42 r 3701 Natural Gas IN/A ICrew Chief -Transmission I 11 1 69,347.721 81,483.571 93,619.42 r 5201Electric IN/A (Electric Transmission/Distribution Manager 1 15 1 87,549.901 102,871.131 118,192.36 r 5451Production IN/A IProduction Manager 1 15 1 87,549 901102,871.131118,192 36 r 560IFinance IN/A I Financial Manager 1 16 1 92,802 891109,043.401125,283 90 r 5851Ergineering IN/A IEngineering Services Manager 1 16 1 92,802.891 109,043.401 125,283.90 r 6001 Natural Cas IN/A (Natural Gas Director 1 17 1 98,371 071 115,586.001 132,800 94 r 7601Administration IN/A IGeneral Manager 1 21 1 124,191.201145,924.661167,658 121 11 O L, A U E OF MINNESOTA CITIES LEAGUE OF MN CITIES INSURANCE TRUST (0011) C/O BERKLEY RISK ADMIN.CO.,LLC 222 SOUTH NINTH STREET SUITE 2700 MINNEAPOLIS MN 55402-3332 612-766-3000 FAX: 612-766-3281 Agent 00842 ARTHUR. J GALLAGHER RISK MANAGEMENT SERVICES INC 3600 AMERICAN BLVD S #500 BLOOMINGTON MN 55431-1069 INVOICE #: 53207 PREMIUM NOTICE Invoice Date: 5/22/16 Due Date: 06/19/16 Bill To HUTCHINSON UTILITIES COMMISSION 225 MICHIGAN ST SE HUTCHINSON MN 55350-2522 Type of Coverage: MUNICIPALITY Convenant Number CMC 38641 Covered Party: HUTCHINSON UTILITIES Payment Plan Selected: ANNUAL PAY PLAN DUE DATE AMOUNT DUE END.DATE DESCRIPTION 6/19/16 75, 676.00 PREMIUM Total: $75,676.00 Payment/Adjustment Applied: $.00 Total: $75,676.00 Coverage Period: 1/01/16 To 1/01/17 ------------------------------ PLEASE RETURN THIS PORTION WITH YOUR CHECK MADE PAYABLE TO:, LEAGUE OF MN CITIES INSURANCE TRUST (0011) C/O BERKLEY RISK ADMIN.CO.,LLC P.O. BOX 581517 MINNEAPOLIS MN 55458-1517 612-766-3000 FAX: 612-766-3281 Type of Coverage: MUNICIPALITY Covenant Number: CMC 38641 Coverage Period: 1/01/16 To 1/01/17 Covered Party: HUTCHINSON UTILITIES INVOICE #: 53207 DUE DATE: 06/19/16 UNPAID BALANCE: 75,676.00 AMOUNT DUE: 75,676.00