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HomeMy WebLinkAboutMidAmerican Energy - Transfer Agreement for Waterloo Dam - 6.26.2006 -aG-� TRANSFER AGREEMENT for the WATERLOO DAM THIS TRANSFER AGREEMENT FOR�HE WATERLOO DAM (this "A�"),is made and entered into this day of June, 2006,by and between MidAmerican Energy Company, an Iowa corporation(hereinafter referred to as "MidAmerican"), and the City of Waterloo, Iowa, a municipal corporation in the State of Iowa(hereinafter referred to as the"Cit '). MidAmerican and the City are referred to herein from time to time individually as a"Party" and collectively as the"Parties". RECITALS A. MidAmerican owns a dam on the Cedar River between Park ,�and also owns enue and 4 th Street in Waterloo, Iowa, as more particularly described herein certain real estate located near such dam(also as further described herein) and desires to sell such property. B. The City desires to make improvements to certain areas within the City of Waterloo along the Cedar River and in connection therewith desires to acquire such dam and real estate from MidAmerican. NOW THEREFORE,in consideration of the sums to be paid to MidAmerican by the City and the covenants and agreements set forth herein, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Purchase and Sale of Property. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below),MidAmerican shall sell, convey, transfer, assign and deliver to the City, and the City shall purchase from MidAmerican all of the Property(as defined below),which such Property shall be sold, conveyed,transferred, assigned and delivered to the City for the consideration specified in Section 2 below. n pursuant 2. Purchase Price• The of onety dollares to pay to$1 00) and other good and valuable consideration. this Ageement a total price 3. Propert . The Property shall mean all of MidAmerican's right, title and interest in and to the Dam(as defined below) and the Real Estate (as defined below). a. Dam. The Dam shall mean the dam located at river mile 199.5 on the Cedar River between Park Avenue and 4th Street in the City of Waterloo, Black Hawk County, State of Iowa, as further described in Exhibit A. The Dam includes,without limitation,the concrete structure and apron, the equipment building access bridge, two 1 equipment buildings, drum hoists,trolley and cable support towers, the cable systems spanning the dam,hinged flashboard, electric meter sets, disconnects and hoist controls. b. Real Estate. The Real Estate shall mean the tract of land described on Exhibit B. 4. Real Estate Taxes and Special Assessments. MidAmerican shall pay the real estate taxes for fiscal year 2005-2006 payable in fiscal year 2006-2007 and a portion of the taxes for fiscal year 2006-2007 payable in fiscal year 2007-2008,prorated to the date of possession, if any such real estate taxes. MidAmerican shall pay in full at time of Closing all special assessments which are a lien on the Property as of the date hereof, including any preliminary or deficiency assessments. The City shall pay all other special assessments or installments not payable by MidAmerican. MidAmerican's duty to pay real estate taxes as set forth in this Section, if not discharged at Closing, shall survive the Closing and shall not be merged into the deed. 5. Risk of Loss and Insurance. MidAmerican shall bear the risk of loss or damage to the Property prior to Closing. In the event of substantial damage or destruction prior to Closing, this Agreement shall be null and void,provided,however,the City shall have the option to complete the Closing regardless of the extent of damages. The Property shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before Closing. 6. Closing. If the City timely performs all obligations,possession shall be delivered to the City on the Closing Date (as defined below), and all charges attributable to MidAmerican's possession shall be made as of the date of Closing. Closing shall occur after(i)the City shall have obtained all necessary permits, licenses or other governmental approvals which are required or necessary for or in connection with the consummation of the transactions contemplated by this Agreement, (ii) the city council of the City shall have approved this Agreement, and(iii) the City shall have delivered to MidAmerican a written waiver of the City's cancellation rights pursuant to Section 9 below (the"Closing Conditions"). The City agrees to use all reasonable efforts to satisfy the Closing Conditions. The transaction shall be considered"closed"upon the filing of the title transfer documents and MidAmerican's receipt of all funds due at Closing from the City under this Agreement. The exact date for the Closing(the"Closing Date") shall be mutually agreed upon by the Parties but in no event shall be later than June 30, 2006. 7. Condition of the Property. Except for the express warranties set forth in Section 8 of this Agreement,MidAmerican makes no warranties, expressed or implied, as to the condition of the Property. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8, THE CITY AGREES AND ACKNOWLEDGES THAT IT IS ACCEPTING THE DAM"AS IS", AND WITH ALL FAULTS, AND FURTHERMORE MIDAMERICAN DISCLAIMS ANY WRITTEN OR ORAL WARRANTY,WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE; OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE; WORKMANLIKE CONSTRUCTION; OR ANY OTHER WARRANTY 2 t WHATSOEVER WHICH MAY RUN TO ANY PERSON FROM MIDAMERICAN OR FROM ANY MANUFACTURER, CONTRACTOR OR OTHER PERSONS CONCERNING ANY COMPONENT OR ASPECT OF DESIGN, ENGINEERING, CONSTRUCTION, INSTALLATION,MAINTENANCE OR USE OF THE DAM; AND MIDAMERICAN FURTHER DISCLAIMS ANY DUTY TO WARN ANY PERSON OF ANY DEFECT OR UNSAFE CONDITION OF THE DAM OR TO CONVEY ANY INFORMATION WHATSOEVER. THIS PARAGRAPH SHALL SUPERSEDE AND CONTROL ANY CONTRARY LANGUAGE FOUND IN OR INTERPRETATION PLACED ON ANY OTHER PART OF THIS AGREEMENT AND SHALL APPLY TO THE CITY, ITS EMPLOYEES AND AGENTS; AND ALL OTHER PERSONS TO THE FULL EXTENT PERMITTED BY LAW. IN NO EVENT SHALL MIDAMERICAN BE LIABLE FOR ANY DEFECT IN OR UNFITNESS OF THE DAM, OR ANY DIRECT OR CONSEQUENTIAL DAMAGES THEREFROM. 8. Environmental Matters. MidAmerican warrants, limited to its actual knowledge, that (a)there are no abandoned wells, solid waste disposal sites,hazardous wastes or substances,or underground storage tanks located on the Property, (b)the Property does not contain asbestos or ureaformaldehyde foam insulation which require remediation under current governmental standards, and(c)MidAmerican has done nothing to contaminate the Property with hazardous wastes or substances. MidAmerican warrants to the best of its actual knowledge that the Property is not subject to any local, state, or federal judicial or administrative action, investigation or order, as the case may be, regarding wells, solid waste disposal sites,hazardous wastes or substances, or underground storage tanks. MidAmerican shall provide the City with a properly executed GROUNDWATER HAZARD STATEMENT showing no wells, solid waste disposal sites,hazardous wastes and underground storage tanks on the Property. 9. Inspection. Within thirty(30) days of the date of this Agreement,the City shall have the right to have the Property inspected by a qualified engineer or other person qualified to analyze the existence or nature of any hazardous materials, substances, conditions, or wastes located on the Property. MidAmerican shall cooperate in providing reasonable access to the City's inspectors and engineers. In the event any hazardous materials, substances, conditions, or wastes are discovered on the Property,the City shall have the right to cancel this Agreement, and thereafter neither Party shall have any further right or obligation under this Agreement. Any inspection shall be at the sole expense of the City. Additionally,the City has already reviewed the abstracts of title to the property to be conveyed to determine that title is marketable in accordance with the Iowa Land Title Standards of the Iowa State Bar Association. The abstracts will become the property of the City at closing. 10. Deed and Other Title Matters. Upon payment of the Purchase Price, MidAmerican shall convey its interests in the Dam and the Real Estate by Quit Claim Deed in the form attached hereto as Exhibit C. MidAmerican shall also be entitled to reserve from the conveyance, and the conveyance will be subject to, easements for existing MidAmerican facilities now within the property conveyed. 3 MidAmerican shall also deliver to the City an Affidavit of Possession in the form of Exhibit D that may be filed to satisfy any objections to title for the property. In addition, MidAmerican shall also obtain a Partial Release from BNY Midwest Trust Company to release the Real Estate and Dam from the lien of indenture,which such form of release is in the form of Exhibit E attached hereto. MidAmerican agrees to provide such other instruments of transfer as the City or its counsel may reasonably request. 11. Assignment of IDNR Permit. On the Closing Date,MidAmerican agrees to transfer, assign and deliver to the City all of MidAmerican's right,title and interest under and in any permits issued to MidAmerican, or its predecessors in interest,by the Iowa Department of Natural Resources relating to the Dam, including without limitation that certain permit 50-1 dated January 4, 1950 attached hereto as Exhibit F (the"Assigned Dam Permits"); and the City agrees to assume all liabilities, obligations and responsibilities under any of the Assigned Dam Permits. MidAmerican represents and warrants that it is the successor in interest to the permittee under the Assigned Dam Permits and that neither MidAmerican nor the Assigned Dam Permits are, as of the date of this Agreement,the subject of any notice, action, arbitration, lawsuit, order, investigation, or other proceeding relating to the Dam. MidAmerican agrees that the representations and warranties set forth in the preceding sentence shall be true and correct as of the Closing Date. MidAmerican agrees to notify the Iowa Department of Natural Resources of the transfer of ownership of the Dam within thirty(30) days of Closing. 12. Assignment. Neither Party shall assign this Agreement without the written consent of the other Party, which such consent shall not be unreasonably withheld or delayed. 13. Miscellaneous. a. Notices. All notices,requests, demands and other communications which are required or may be given under this Agreement, including,without limitation, all documents delivered pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered;when transmitted if transmitted by telecopy, electronic or digital transmission method; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g.,Federal Express or UPS); and upon receipt, if sent by certified or registered mail,return receipt requested. In each case notice shall be sent to: If to the City,to: City of Waterloo 715 Mulberry Street Waterloo, Iowa 50703 Attention: Community Planning &Development Director Facsimile: (319)291-4262 Telephone: (319)291-4366 4 If to MidAmerican, to: MidAmerican Energy Company One RiverCenter Place 106 E Second Davenport, Iowa, Iowa 52808-8020 Attention: Bill Whitney Facsimile: (563) 333-8696 Telephone: (563) 333-8404 or to such other place and with such other copies as a Party may designate as to itself by written notice to the other Party. b. Choice of Law. This Agreement shall be construed, interpreted and the rights of the Parties determined in accordance with the Laws of the State of Iowa without reference to its choice of law provisions. C. Entire Agreement-, Amendments and Waivers. This Agreement and all exhibits hereto and any other written agreements entered into herewith shall constitute the entire understanding of the Parties as to the subject matter hereof and thereof and fully supersede all prior oral and written agreements and understandings between the Parties with respect to such subject matter. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof(whether or not similar),nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. d. Multiple Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. e. Expenses. Except as set forth below or as otherwise specified herein, each Party hereto shall pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such Party in preparation for carrying this Agreement into effect. f. Invalidity. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein(other than a requirement to make payments hereunder), shall, for any reason,be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by Law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. g. Titles. The titles, captions or headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 5 h. Burden and Benefit. This Agreement shall be binding upon and shall inure to the benefit of,the Parties hereto and their respective successors and permitted assigns. There shall be no third party beneficiaries of this Agreement. i. No Merger. This Agreement is a fully integrated complete agreement and is not merged with or extinguished by any other agreement. j. Further Cooperation. Upon written request by the other Party, MidAmerican and the City agree to execute and deliver such other documents, instruments of transfer or assignment or conveyance and do all such further acts and things as may be reasonably requested by the other Party to carry out or evidence the terms and provisions of this Agreement. MidAmerican Energy Company City of Waterloo, Iowa 7�SteB •-�J\ By J Brewer Timothy J. ey,Mayo Vice President-- Supply Attest: Dej— C Nancy ckert 'ty Clerk 6 EXHIBIT A DESCRIPTION OF DAM The right of flowage, the Water Power Rights and the right to construct,maintain and operate the dam and races now constructed and owned by the Iowa Public Service Company,now MidAmerican Energy Company, across the Cedar River in the City of Waterloo, in Black Hawk County, Iowa,between Fourth Street and Park Avenue on the East Side of said River and between Bridge Street and Park Avenue on the West Side of said River. 7 t EXHIBIT B DESCRIPTION OF REAL ESTATE A part of Government Lot No. 2 in the Northeast Fraction Quarter of Section No. 26 as described in the attached Exhibit B-1. 8 EXHIBIT B-1 A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26, described as the Northeasterly 12 feet in width lying adjacent to and along the Southwesterly side of the line established by the River Front Improvement Commission in and between the ack Hawk County,Iowa District Court Case No. 1 4794 Southeasterly line of Parlc Avenue and running back from Park Avenue to the Northwesterly line of the real estate owned by the Young Men's Christian Association; AND A part of Government Lot No. 2 in the Northeast Fractional Quarter ofSectionNo.26 described as beginning at apoint on the established River Front Line on the Southwesterly side of the Cedar River 137.9' Northwesterly from the intersection of that line with the original Northwesterly line of Bridge Street;thence Northwesterly on said River Front Line I U;thence Northeasterly on a line parallel with original Bridge Street 5.8'; thence Southeasterly on a line substantially parallel with saidRiver Front Line 36.6to the Northerly comer of the existing Young Men's Christian Association building; thence Southwesterly on aline parallel with original Bridge Street Y; thence Northwesterly on a line parallel with the said River Front Line 26.6'; thence Southwesterly on a line parallel with original Bridge Street 2.8'to the place of beginning, all in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in the City of Waterloo,Iowa; EXHIBIT C FORM OF QUIT CLAIM DEED [See attached] 9 ®THE IOWA STATE BAR ASSOCIATION FOR THE LEGAL EFFECT OF THE USE OF Official THEI Form TAE •January IAT Christopher R.Pose ISBA#9794 THIS FORM,CONSULT YOUR LAWYER 006 Return Document to:City of WaterIop 715 Mulber Street.Waterloo Iowa 50703 Preparer Info rmation:Christopher R Pose 317 Sixth Avenue Suite 300 Des Moines 1A 50309-4127 Phone: (515)243-8157 Address Tax Statement:City of Waterloo715 Mulberry Street.Waterloo Iowa 50703 QUIT CLAIM DEED SrUC!X�;p. For the consideration of One 100) Dollar(s)and other valuable consideration, MidAmerican Energy Company,as successor by merger to Midwest Power S stems,Inc.,as successor by merger to Iowa Public Service Company, do hereby Quit Claim to City of Waterloo,Iowa, all our right,title,interest,estate,claim and demand in the following described real estate in Black Hawk County,Iowa: See Exhibit"A"attached hereto and by this reference incorporated herein. Municipal Grantee-No revenue stamps necessary. Each of the undersigned hereby relinquishes all rights of dower,homestead and distributive share in and to the real estate. Words and phrases herein,including acknowledgment hereof,shall be construed as in the singular or plural number,and as masculine or finip ne gender accori8a to the context. Mid�mdY�can energy CuThpany,as successor by merger to Midwest Dated: Power Systems,Inc.,as successor by merger to Iowa Public Service Company, By By (Grantor) Name: (Grantor) Name: Title: Title: (Grantor) (Grantor) STATE OF COUNTY OF This instrument was acknowledged before me on by Notary Public (This form of acknowledgment for individual grantor(s)oniy) Acknowledgments for Individuals STATE OF—,, COUNTY OF This instrument was acknowledged before me on by Notary Public STATE OF COUNTY OF This instrument was acknowledged before me on_ by Notary Public STATE OF_,, COUNTY OF This instrument was acknowledged before me on by Notary Public Acknowledgments for Corporation or Other Entity STATE OF IOWA , COUNTY OF This instrument was acknowledged before me on 2006 by asof MidAmerican Ener m Coan ,as successor by merger to Midwest Power to Systems,Inc.,as successor y merger Iowa Pu is Service Company. Notary Public EXHIBIT "A" A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26, described as the Northeasterly 12 feet in width lying adjacent to and along the Southwesterly side of the line established by the River Front Improvement Commission in Black Hawk County, Iowa District Court Case No. 14794 and between the Southeasterly line of Park Avenue and running back from Park Avenue to the Northwesterly line of the real estate owned by the Young Men's Christian Association; AND A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26 described as beginning at a point on the established River Front Line on the Southwesterly side of the Cedar River 137.9' Northwesterly from the intersection of that line with the original Northwesterly line of Bridge Street;thence Northwesterly on said River Front Line 10';thence Northeasterly on a line parallel with original Bridge Street 5.8'; thence Southeasterly on a line substantially parallel with said River Front Line 36.6'to the Northerly corner of the existing Young Men's Christian Association building; thence Southwesterly on a line parallel with original Bridge Street T; thence Northwesterly on a line parallel with the said River Front Line 26.6% thence Southwesterly on a line parallel with original Bridge Street 2.8' to the place of beginning, all in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in the City of Waterloo,Iowa; AND The right of flowage, the Water Power Rights and the right to construct,maintain and operate the dam and races now constructed and owned by the Iowa Public Service Company,now MidAmerican Energy Company across the Cedar River in the City of Waterloo, in Black Hawk County,Iowa,between Fourth Street and Park Avenue on the East Side of said River and between Bridge Street and Park Avenue on the West Side of said River. SUBJECT TO any and all easements and restrictions of record; and FURTHER RESERVING TO GRANTOR AND SUBJECT TO easements herein reserved for benefit of grantor, its successors and assigns to maintain, service, and replace ifnecessary any of its existing electrical,natural gas or other facilities located within the property herein conveyed. EXHIBIT D FORM OF AFFIDAVIT OF POSSESSION [See attached] 10 AFFIDAVIT OF POSSESSION THE IOWA STATE BAR ASSOCIATION Official Form No.154 �`Sr,�,,c•°' Recorder's Cover Sheet Preparer Information: (Name, address and phone number) Christopher R.Pose 317 Sixth Avenue,Suite 300 Des Moines,IA 50309-4127 Phone:(515)243-8157 Taxpayer Information: (Name and complete address) City of Waterloo 715 Mulberry Street Waterloo,Iowa 50703 Return Document To: (Name and complete address) City of Waterloo 715 Mulberry Street Waterloo,Iowa 50703 Grantors: Grantees: City of Waterloo,Iowa MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc.,as successor by merger to Iowa Public Service Company, Legal description: See Page 2 Document or instrument number of previously recorded documents: The Iowa State Bar Assomahon 2006 IOWADOCS0 THE IOWA STATE BAR ASSOCIATION FOR THE LEGAL EFFECT OF THE USE OF Official Form AT 154 Christopher R. Pose ISBA#9794 THIS FORM,CONSULTYOUR LAWYER 5rn'r, f /, x AFFIDAVIT OF POSSESSION -rs,`ugt AK,O. TO WHOM IT MAY CONCERN: STATE OF IOWA, BLACK HAWK COUNTY, ss: The undersigned first being duly sworn (affirmed) upon oath deposes and states: That MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc.,as successor by merger to Iowa Public Service Company, are now the record titleholders of the following described real estate situated jrL Black Hawk County,to-wit: See Exhibit"A"attached hereto and by this reference incorporated herein. MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc.,as successor That said by merger to Iowa Public Service Company,is M now in complete actual and sole possession of all of said real estate except as may be herein stated.That this affidavit is made from the personal knowledge of the undersigned who is familiar with said real estate, its titleholders, and its parties in possession; and is for the purpose of confirming title to the above described real estate under the provisions of Sections 614.17 and 614.17A, Cade of Iowa, and other statutes relative thereto. Dated this day of 2005 Affiant Signed and sworn to(or affirmed) before me on 2006 , by Notary Public RECORDERS CERTIFICATE The undersigned Recorder hereby certifies that the foregoing affidavit was filed in the Recorder's Office by the owner in possession as named in the affidavit or by the attorney-in-fact as shown by the records, and duly recorded and entered on the records on the day of Recorder ¢1 The Iowa Stale ear Association 2046 154 AFFIDAVIT OF POSSESSION(SHORT FORM) Revised June 2005 IOWADOCSO STATE OF IOWA COUNTY OF This instrument was acknowledged before me on 2006 by MidAmerican Energy Company,as successor by merger to Midwest Power Systems Inc,,as successor by merger to Iowa Public Service Com an , Notary Public The use of the Power of Attorney with acknowledgment is optional and may be omitted if the affidavit is filed by the owner in possession as named in the affidavit. POWER OF ATTORNEY The undersigned, owner in possession of said property as above stated, hereby directs that this affidavit be filed of record and hereby appoints the County Recorder of the County wherein said land is situated as the authorized attorney in fact to file same. MidAmerican Energy Company By Owner in Possession It the Power of Attomey is granted by other than By individuals attach appropriate acknowledgment. Owner in Possession EXHIBIT "A" A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26, described as the Northeasterly 12 feet in width lying adjacent to and along the Southwesterly side of the line established by the River Front Improvement Commission in Black Hawk County,Iowa District Court Case No. 14794 and between the Southeasterly line of Park Avenue and running back from Park Avenue to the Northwesterly line of the real estate owned by the Young Men's Christian Association; AND A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No.26 described as beginning at a point on the established River Front Line on the Southwesterly side of the Cedar River 137.9' Northwesterly from the intersection of that line with the original Northwesterly line of Bridge Street;thence Northwesterly on said River Front Line 10%thence Northeasterly on a line parallel with original Bridge Street 5.8% thence Southeasterly on a line substantially p arallel with said River Front Line 36.6'to the Northerly corner of the existing Young Men's Christian Association building; thence Southwesterly on a line parallel with original Bridge Street Y; thence Northwesterly on a line parallel with the said River Front Line 26.6% thence Southwesterly on a line parallel with original Bridge Street 2.8' to the place of beginning, all in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in the City of Waterloo,Iowa; AND The right of flowage, the Water Power Rights and the right to construct,maintain and operate the dam and races now constructed and owned by the Iowa Public Service Company,now MidAmerican Energy Company across the Cedar River in the City of Waterloo,in Black Hawk County,Iowa,between Fourth Street and Park Avenue on the East Side of said River and between Bridge Street and Park Avenue on the West Side of said River. SUBJECT TO any and all easements and restrictions of record; and FURTHER RESERVING TO GRANTOR AND SUBJECT TO easements herein reserved for benefit of grantor, its successors and assigns to maintain, service, and replace if necessary any of its existing electrical,natural gas or other facilities located within the property herein conveyed. r EXHIBIT E FORM OF PARTIAL RELEASE OF LIEN [See attached] 11 • a _ PLEASE RETURN TO: MIDAMERICAN ENERGY COMPANY ATTN: RIGHT-OF-WAY SERVICES,P.O. BOX 657, DES MOINES, IA 50303-0657 PREPARED BY PAUL J. LEIGHTON 515.242.4099 PARTIAL RELEASE WHEREAS, Midwest Power Systems Inc. made, executed and delivered a certain General Mortgage Indenture and Deed of Trust dated as of January 1, 1993, as supplemented by six supplemental indentures("Indenture"),filed for record in Black Hawk County on February 1, 1993 in Book 661,Pages 587-850,conveying to BNY Midwest Trust Company,a Chicago corporation,as Trustee(Successor Trustee to Harris Trust and Savings Bank,Successor Trustee to Morgan Guaranty Trust Company of New York), certain property more fully described therein,which Indenture is a lien and encumbrance of record upon the property hereinafter described; and WHEREAS, MidAmerican Energy Company(an Iowa corporation hereinafter sometimes called the"Company"),successor to Midwest Power Systems Inc.,has requested pursuant to Section 10.04 of the Indenture,that the Trustee release the property hereinafter described from the lien of the Indenture and has complied with all the provisions of the Indenture relating to the release of such property from the lien thereof. NOW, THEREFORE, the Trustee, pursuant to the provisions of the Indenture and at the request of the Company,and for and in consideration of the premises, does hereby release from the lien of the Indenture without recourse and quit claim to the Company,its successors and assigns,all of the Trustee's right,title and interest in and to the following described property,located in Black Hawk County, State of Iowa: See EXHIBIT A, attached hereto and made a part hereof by this reference. The above described property is shown on page 5 of Exhibit A to the Indenture. TO HAVE AND TO HOLD the property hereby released to MidAmerican Energy Company, its successors and assigns forever,free and discharged from any lien,claim or interest whatsoever of the Trustee under and by virtue of the Indenture. This release shall in no manner affect the lien of the Indenture as to the remainder of the property now or hereafter subjected to the lien and operation of the Indenture and not hereby specifically released or heretofore released. Further,this release is made by the Trustee and accepted by the Company without any representation,covenant or warranty,expressed or implied,on the part of the Trustee and without recourse to the Trustee in any event. IN WITNESS WHEREOF, BNY Midwest Trust Company, as Successor Trustee to Harris Trust and Savings Bank, Successor Trustee to Morgan Guaranty Trust Company of New York,has caused this instrument to be executed on its behalf and in its name by one of its Vice Presidents,and its corporate seal to be hereunto affixed and attested by one of its Assistant Secretaries on the day of 52006. BNY MIDWEST TRUST COMPANY By: Vice President Attest: Assistant Secretary (SEAL) STATE OF ILLINOIS ) ss COUNTY OF COOK ) On this day of , 2006, before me, a Notary Public in and for Cook County, State of Illinois,personally appeared to me known to be the person described in and who executed the foregoing instrument, who, being by me duly sworn, did say that he/she resides at , that he/she is a of BNY Midwest Trust Company,the corporation described in and which executed the foregoing instrument as Successor Trustee under the Indenture therein referred to; that he/she knows the seal of said corporation; that the seal affixed to the foregoing instrument is such corporate seal; that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and said acknowledged the execution of said instrument to be the voluntary act and deed of said corporation as Trustee as aforesaid. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of , 2006. (SEAL) EXHIBIT A A tract of land commencing at a point on the established River Front Line on the Southwesterly side of the Cedar River One Hundred thirty-seven and nine-tenths ft. (137 .91 ) Northwesterly from the intersection of that line with the northwesterly line of Bridge Street, running thence Northwesterly on said River Front .Line Ten ft. (10' ) ., thence Northeasterly on a line parallel with Bridge Street Five and eight-tenths ft. (5. 8' ) , thence Southeasterly on a line substantially parallel with said River Front Line Thirty-six and six-tenths ft. (36. 61 ) to the northerly corner of the existing young Men's Christian Association building, thence Southwesterly on a line parallel with Bridge Street Three ft. (31) , thence Northwesterly on a line parallel with the said River Front. Line Twenty-six and six-tenths ft. (2 6-:6' ) , thence Southwesterly on -a line parallel' with Bridge Street Two and eight-tenths ft. (2.81) to the place of be all in the City of Waterloo, Iowa. Subject to the covenant by the grantee, its successors or assigns, to build and maintain in perpetuity a stone or concrete river wall three ft. (31) thick of such a height, with such footings and according to such plans and specifications as may be approved by the City Engineer of Waterloo, Iowa, and the Executive Council of Iowa., the river side and said wall to coincide with the river side of said tract, and to be so constructed that a seven foot (71) sidewalk may be built along and suspended from the river side thereof; and the right is hereby granted by said River Front Improvement Commission to use so much of the bed of the river outside the tract above described as may be necessary to provide suitable footings for said wall..- Together all.:Together with all rights in and to maintain the Company's dam on or adjacent to this parcel. The Northeasterly twelve (12) feet in width, fronting on Park Avenue, lying adjacent to the line established by the River Front Commission and along the Southwesterly side thereof, between the Southeasterly line of Park Avenue, the Northeasterly line of Cedar Street and Northwesterly line of Bridge Street in Mill Square, and running back from Park Avenue to the Northwesterly line of real estate owned by the Young Men's Christian Association, all in the City of Waterloo, Iowa. Together with all rights in and to and to maintain the Company's dam on or adjacent to this .parcel. EXHIBIT F ASSIGNED DAM PERMIT [See attached] 12 IOWA NATt1R L PESOURCES COUPICIL State House Des Moines 19, Iowa To the Iowa Public Service Company Sioux City, Iowa "Thereupon, the following order was offered as IOWA NATURAL REESOURCES COUNCIL ORDER NO. 50-1 and, upon motion duly made and seconded, was adopted, to-wit: "That WHEREAS the work proposed in the application of the Iowa Public Service Company and in the plans will not materially obstruct existing navigation nor materially affect other public rights, and that it will not endanger life or public health, and that any water taken from the stream in connection with the project is to be returned thereto at the nearest practicable place without being materially diminished in quantity, or polluted, or rendered deleterious to fish life, and that the provisions of law relating hereto are being complied with: "Therefore BE IT ORDERED that the foregoing application be and is hereby approved and a permit be and is hereby granted to the Iowa Public Service Company to make changes in their existing dam across the Red Cedar River at Naterloo, Iowa and to maintain and operate said dam in accordance with the plans and application, which are made a past of this order, subject to these terms and conditions: (a) That all permits issued prior to this permit are hereby cancelled; (b) That the flash boards maintained on the crest of the concrete section of said dam shall be operated and controlled in times of high crater by the oi-mer and operator in such a manner to facilitate the unimpeded flow of the water; (c) That the permit fee of 5100. 00 is paid; (d) That this action and order be nullified and rendered void if the permit fee is not paid within the 1950 calendar year. "BE ITTI�R ORDERED that the Director of the Iowa Natural Resources ized and directed to provide and deliver to Council be and is hereby author the applicant a true and correct copy of the action of the Iowa Natural Resources Council and of this order, duly certified by him, to be a true and accurate exhibit of the proceedings of the Iowa Natural Resources Council in respect to the application made by the Iowa Public Service Company of Waterloo, Iowa Natural Resources Council held on the lath day Iowa, at a meeting of the of January, 1950•" CERTIFICATION I, G. L. Ziemer, do hereby certify that I am the fuly appointed and acting Director of the Iowa Natural Resources Council, and that the foregoing is a true and exact copy of the ORDER. adopted at a meeting of the Imm Natural Resources Council held on the 4th day of January, 1950• �i ped G. L. Ziemer — D I R E C T 0 R Iowa Natural Resources Council. APPLICATION OF IOI�TA PUBLIC SERVICE C01�?AK7," FOR :1uJ"IIT TD H,LIC, CIiANGES IIT DAT! ACRO;S TIE HED CLDPR RZ JE^x AT I4ATFRL00, IOI�IA, AND TO 14AINTAIN AND OPERATE SAID DI-1. TO IO?-TA 1IATURAL RESOURCES COU1,TCIL: Comes not)Iowa Public Service Company and respectfully shows: 1. That it is a corporation duly organized under the laws of the State of Iowa and has an office in Waterloo, Black Hawk County, Iowra. 2. That said Company is the owner of a dam across the Red Cedar River in Waterloo, Iowa, which dam was originally constructed and completed prior to July 4+ 1924. 3. That as constructed and presently maintained said dam is equipped with three gates at an elevation of 835.5 feet. 4. That your petitioner is desirous of eliminating said gates and constructing and equipping said dam with flash boards, the top of the sane to be at an elevation of 835.5 feet. 5. That it is proposed that the present area covered by the three gates shall be filled in with concrete to a height of 833.5 feet and two— foot flash boards shall be constructed on top of the three sections. 6. That submitted herewith is a blue print, drawn on a scale of one inch to twenty feet, showing the general plan, elevation and sections, and the proposed replacement for the automatic gates. 7. That the purpose of maintaining the said dam is to create a pool for the use of the steam plant for the creation of power. That the approximate amount the dam is capable of developing is 600 H.P., but it is not now proposed to use any of such power. j•=FORE, this applicant asks that the Iowa Natural Resources Council issue a permit or license to this applicant to make the changes hereinabove outlined and for the continued maintenance and operation of the above de— scribed dam in accordance -vith the provisions of law applicable thereto. I eby certify that this Application Is an accurate and correct copy of the IOSTA pIIBLIC SFVICi C011PAPdY 4pplication made a part of Iowa Natural 3esources Council Order No. 50-15 j.pproved January 4, 1950. By Wallace W Butler, Retired Craig O. Clark 1923-2004 Fred G. Clark,A 1922-1984 Timothy W Hamann C ' k Butler Jared R. Knapp Christy R. Liss James E. Walsh,Jr. ** a's a a n Christopher S Wendland Jeremy L Westendorf Attorneys At Law ` Also admitted in Minnesota 315 E. 5th Street■ PO. Box 596.Waterloo, Iowa 50704■ (3 19) 234-5701 ** Also admitted in Illinois, jial(tSn�SA�aQd Wisconsin FAX (3 19) 232-9579 wloolaw@attglobal.net F Iy�t a f ➢ ty C) August 7, 2006 Don TemeY er A%, 8 M06 Community Planning and Development 715 Mulberry Street ��q Waterloo, IA 50703 00, 1 RE: Waterloo dam Dear Don: Enclosed for your records are the following documents,which have now been filed with the Black Hawk County Recorder's office: 1. Original quit claim deed. 2. Original affidavit of possession. 3. Copy of partial release of mortgage indenture. To my knowledge,the recording of these documents concludes our transaction with MidAmerican Energy. Feel free to contact me if you have any questions. Sincerely, CLARK, BUTLER, WALSH & HAMANN By ff"', Chris Wendland CSW:mh Enclosures S:\FRAN\CHRIS\CITY\DEVELOPMENINtemeyer.0807.wpd Document Number: 2007001904 ENV CLARK BUTLER WALSH&HAMANN Date: Jul 24,2006 4:30:00 pm Aud Fee: 0.00 Rec Fee: 20.00 P Trans Tax: 0.00 Rec Management Fee: 1.00 E-Com Fee: 1.00 Non-Standard Page Fee: 0.00 Z Filed for record in Black Hawk County,Iowa Patricia S.Sass,County Recorder PLEASE RETURN TO: MIDAMERICAN ENERGY COMPANY ATTN: RIGHT-OF-WAY SERVICES, P.O. BOX 657, DES MOINES, IA 50303-0657 PREPARED BY PAUL J. LEIGHTON 515.242.4099 PARTIAL RELEASE WHEREAS, Midwest Power Systems Inc. made, executed and delivered a certain General Mortgage Indenture and Deed of Trust dated as of January 1, 1993, as supplemented by six supplemental indentures("Indenture"), filed for record in Black Hawk County on February 1, 1993 am in Book 661,Pages 587-850,conveying to BNY Midwest Trust Company,a Chicago corporation,as Trustee(Successor Trustee to Harris Trust and Savings Bank,Successor Trustee to Morgan Guaranty Trust Company of New York), certain property more fully described therein, which Indenture is a lien and encumbrance of record upon the property hereinafter described; and WHEREAS, MidAmerican Energy Company(an Iowa corporation hereinafter sometimes called the"Company"),successor to Midwest Power Systems Inc.,has requested pursuant to Section 10.04 of the Indenture,that the Trustee release the property hereinafter described from the lien of the Indenture and has complied with all the provisions of the Indenture relating to the release of such property from the lien thereof. NOW, THEREFORE, the Trustee, pursuant to the provisions of the Indenture and at the request of the Company,and for and in consideration of the premises,does hereby release from the lien of the Indenture without recourse and quit claim to the Company,its successors and assigns,all of the Trustee's right, title and interest in and to the following described property, located in Black Hawk County, State of Iowa: See EXHIBIT A, attached hereto and made a part hereof by this reference. The above described property is shown on page 5 of Exhibit A to the Indenture. TO HAVE AND TO HOLD the property hereby released to MidAmerican Energy Company, its successors and assigns forever, free and discharged from any lien,claim or interest whatsoever of the Trustee under and by virtue of the Indenture. This release shall in no manner affect the lien of the Indenture as to the remainder of the property now or hereafter subjected to the lien and operation of the Indenture and not hereby specifically released or heretofore released. Further,this release is made by the Trustee and accepted by the Company without any representation,covenant or warranty,expressed or implied,on the part of the Trustee and without recourse to the Trustee in any event. IN WITNESS WHEREOF, BNY Midwest Trust Company, as Successor Trustee to Harris Trust and Savings Bank, Successor Trustee to Morgan Guaranty Trust Company of New York,has caused this instrument to be executed on its behalf and in its name by one of its Vice Presidents,and its corporate seal to be hereunto affixed and attested by one of its Assistant Secretaries on the _12V4— day of / , 2006. BNY MIDWEST TRUST COMPANY By. Qllil-"-� Vice Pr ident Attest: Assistant Secretary (SEAL:, ; STATE OF ILLINOIS ) ss COUNTY OF COOK ) On this 1 J'• -day of T0/)t , 2006, before me, a Notary Public in and for Cook County, State of Illinois, personally appeared S V-"Z1(jQ1t'0i to me known to be the person described in and who executed the foregoing instrument, who, being by me duly sworn, did say that he/she resides at (odd '-) , that he/she is a�jCf P(CS,4Wf of BNY Midwest Tru mpany, the corporation described in and which executed the foregoing instrument as Successor Trustee under the Indenture therein referred to; that he/she knows the seal of said corporation; that the seal affixed to the foregoing instrument is such corporate seal; that said instrument was sign d and sealed on behalf of said corporation by authority of its Board of Directors; and saidacknowledged the execution of said instrument to be the voluntary act and deed of said corporation as Trustee as aforesaid. IN WITNESS WHEREOF, I have hereunto set my hand and seal this- day of 2006. (S E L "OFFICIAL SEAL" A. Hernandez Notary Publfo,8tato of Jbids My Com IWM 718108 EXRMIT A A tract of land commencing at a point on the established River Front Line on the Southwesterly side of the Cedar River One Hundred thirty-seven and nine-tenths ft. (137.91 ) Northwesterly from the intersection of that line with the northwesterly line of Bridge Street, running thence Northwesterly on said River Front Line Ten ft. (101 ) , thence Northeasterly on a line parallel with Bridge Street Five and eight-tenths ft. (5.81 ) , thence Southeasterly on a line substantially parallel with said River Front Line Thirty-six and six-tenths ft. (36. 61 ) to the northerly corner of the existing young Men's Christian Association building, thence Southwesterly on a line parallel with Bridge Street Three ft. (31) , thence Northwesterly on a line parallel with the said River Front. Line Twenty-six and six-tenths ft. (26. 61 ) , thence Southwesterly on a line parallel with Bridge Street Two and eight-tenths ft. (2.81 ) to the place of beginning, all in the City of Waterloo, Iowa. Subject to the covenant by the grantee, its successors or assigns, to build and maintain in perpetuity a stone or concrete river wall three ft. (31) thick of such a height, with such footings and according to such plans and specifications as may be approved by the City Engineer of Waterloo, Iowa, and the Executive Council of Iowa, the river side and said wall to coincide with the river side of said tract, and to be so constructed that a seven foot (71) sidewalk may be built along and suspended from the river side thereof; and the right is hereby granted by said River Front Improvement Commission to use so much of the bed of the river outside the tract above described as may be necessary to provide suitable footings for said wall.- Together allaTogether with all rights in and to maintain the Company's dam on or adjacent to this parcel. The Northeasterly twelve (12) feet in width, fronting on Park Avenue, lying adjacent to the line established by the River Front Commission and along the Southwesterly side thereof, between the Southeasterly line of Park Avenue, the Northeasterly line of Cedar Street and Northwesterly line of Bridge Street in Mill Square, and running back from Park Avenue to the Northwesterly line of real estate owned by the Young Men's Christian Association, all in the City of Waterloo, Iowa. Together with all rights in and to and to maintain the Company's dam on or adjacent to this .Darcel. Document Number: 2007001906 ENV CLARK BUTLER WALSH&HAMANN I � Date: Jul 24,2006 4:30:00 pm Aud Fee: 0.00 Rec Fee: 20.00 p Trans Tax: 0.00 Rec Management Fee: 1.00 E-Com Fee: 1.00 Non-Standard Page Fee: 0.00 Filed for record in Black Hawk County,Iowa Z Patricia S.Sass,County Recorder ~3 +7F AFFIDAVIT OF POSSESSION i THE IOWA STATE BAR ASSOCIATION Official Form No.154 Recorder's Cover Sheet Preparer Information: (Name, address and phone number) Christopher R. Pose 317 Sixth Avenue,Suite 300 Des Moines,IA 50309-4127 Phone:(515)243-8157 Taxpayer Information: (Name and complete address) City of Waterloo 715 Mulberry Street Waterloo,Iowa 50703 Return Document To: (Name and complete address) City of Waterloo 715 Mulberry Street Waterloo,Iowa 50703 Grantors: Grantees: MidAmerican Energy Company,as successor City of Waterloo,Iowa by merger to Midwest Power Systems,Inc.,as successor by merger to Iowa Public Service Company, Legal description: See Page 2 Document or instrument number of previously recorded documents: *The Iowa Slate SarAsseciation 2(768 IOWADOCSO c THE IOW:,STATE BAR ASSOCIATION Chf15t0 her R.POSe IS$A#9791 FOR THE LEGAL EFFECT OF THE USE OF Offclal Form No.164 p THIS FORM,CONSULT YOUR LAWYER AFFIDAVIT OF POSSESSION TO WHOM IT MAY CONCERN: STATE OF IOWA, BLACK HAWK COUNTY, ss: The undersigned first being duly sworn(affirmed)upon oath deposes and states: That MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc.,as successor by merger to Iowa Public Service Company, are now the record titleholders of the following described real estate situated in Black Hawk County, to-wit: See Exhibit"A"attached hereto and by this reference incorporated herein. MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc.,as successor That said by merger to Iowa Public Service Company,is M now in complete actual and sole possession of all of said real estate except as may be herein stated. That this affidavit is made from the personal knowledge of the undersigned who is familiar with said real estate, its titleholders, and its parties in possession; and is for the purpose of confirming title to the above described real estate under the provisions of Sections 614.17 and 614.17A, Code of Iowa, and other statutes relative thereto. _ Dated this 2� day of J 12006 Affiant Signed and sworn to(or affirmed) before me on J-c K �p 2006 , by. S�yt� � �J-. );r inn e,, 14 PIAL SHERRI R. LONG ` COMMISSION NO. 168891 5 ' LoAGj Notary Public MY CO ISSI ,SIRES O W A (J7f RECORDERS CERTIFICATE The undersigned Recorder hereby certifies that the foregoing affidavit was filed in the Recorder's Office by the owner in possession as named in the affidavit or by the attorney-in-fact as shown by the records, and duly recorded and entered on the records on the day of , Recorder CtTha laws SWta ear Association 2040 454 AFFIDAVIT OF POSSESSION SHORT FORM IOWAOOCS� Revised June 2005 STATE OF IOWA , COUNTY OF-_P(-)( This instrument was acknowledged before me on T Iy;-�2r �U 2606 by MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc. as successor b merger to Iov .a (Ls, L-;1 :� jt)k, , Z~pP, COMMISSION NO. 168891 A-4- MYC-ffZISS NEVIRESf; : dR!� Notary Public 00 The use of the Power of Attorney with acknowledgment is optional and may be omitted if the affidavit is filed by the owner in possession as named in the affidavit. POWER OF ATTORNEY The undersigned, owner in possession of said property as above stated, hereby directs that this affidavit be filed of record and hereby appoints the County Recorder of the County wherein said land is situated as the authorized attorney in fact to file same. M' erican�rqrgy Company g V'g , Owner in Possession If the Power of Attorney is granted by other than -Sy individuals attach appropriate acknowledgment. Owner in Possession EXHIBIT "A" A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26, described as the Northeasterly 12 feet in width lying adjacent to and along the Southwesterly side of the line established by the River Front Improvement Commission in Black Hawk County, Iowa District Court Case No. 14794 and between the Southeasterly line of Park Avenue and running back from Park Avenue to the Northwesterly line of the real estate owned by the Young Men's Clu-istian Association; AND A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No.26 described as beginning at a point on the established River Front Line on the Southwesterly side of the Cedar River 137.9' Northwesterly from the intersection of that line with the original Northwesterly line of Bridge Street;thence Northwesterly on said River Front Line 10%thence Northeasterly on a line parallel with original Bridge Street 5.8% thence Southeasterly on a line substantially parallel with said River Front Line 36.6'to the Northerly corner of the existing Young Men's Christian Association building; thence Southwesterly on a line parallel with original Bridge Street Y; thence Northwesterly on a line parallel with the said River Front Line 26.6% thence Southwesterly on a line parallel with original Bridge Street 2.8' to the place of beginning, all in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in the City of Waterloo,Iowa; AND The right of flowage, the Water Power Rights and the right to construct, maintain and operate the dam and races now constructed and owned by the Iowa Public Service Company,now MidAmerican Energy Company across the Cedar River in the City of Waterloo,in Black Hawk County, Iowa,between Fourth Street and Park Avenue on the East Side of said River and between Bridge Street and Park Avenue on the West Side of said River. SUBJECT TO any and all easements and restrictions of record; and FURTHER RESERVING TO GRANTOR AND SUBJECT TO easements herein reserved for benefit of grantor, its successors and assigns to maintain, service, and replace if necessary any of its existing electrical,natural gas or other facilities located within the property herein conveyed. , Document Number: 2007001905 ENV CLARK-BUTLER WALSH&HAMANN I Date: Jul 24,2006 4:30:00 pm Aud Fee: 5.00 Rec Fee: 20.00 P Trans Tax: 0.00 Rec Management Fee: 1.00 E-Com Fee: 1.00 Non-Standard Page Fee: 0.00 Filed for record in Black Hawk County,Iowa Z Patricia S.Sass,County Recorder ®THE IOWA STATE BAR ASSOCIATIONFOR THE LEGAL EFFECT OF THE USE OF Official Forth No.106-January 2006 Christopher R.Pose ISBA#9794 THIS FORM,CONSULT YOUR LAWYER Return Document to:City of Waterloo 715 Mulberry Street Waterloo Iowa 50703 Preparer Information:Christopher R,Pose 317 Sixth Avenue,Suite 300,Des Moines.IA 50309-4127,Phone: (515)243-8157 Address Tax Statement:City of Waterloo715 Mulberry Street.Waterloo Iowa 50703 ti 1 QUIT CLAIM DEED For the consideration of One x$1.00) Dollar(s)and other valuable consideration, MidAmerican Energy Company,as successor by merger to Midwest Power Systems,Inc.,as successor by merger to Iowa Public Service Company, do hereby Quit Claim to City of Waterloo, Iowa, all our right,title,interest,estate,claim and demand in the following described real estate in Black Hawk County,Iowa: See Exhibit"A"attached hereto and by this reference incorporated herein. Municipal Grantee-No revenue stamps necessary. Consideration less than $500. Each of the undersigned hereby relinquishes all rights of dower,homestead and distributive share in and to the real estate. Words and phrases herein,including acknowledgment hereof,shall be construed as in the singular or plural number,and as masculine or ffUlolne�gender accord to the context. mcon energy o ny,as successor by merger to Midwest Dated: Power Sc_ms n ass cc sor by merger to Iowa Public Service CBpauy' BY Y Name: S �V ✓a—W e.r' (Grantor) Name: v. a (Grantor} rL Title: tR= Yes d. Sec re}Z.n Title: y�f c. Ycst d�t�''' �afl,p\�. y (Grantor) (Grantor) Cf) ril STATE OF COUNT`(OF X Frin CD This instrument was acknowledged before me on by STATE OF IOWA; SS Notary Public BUCK HAWK GO. Entered for taxation (This form of acknowledgment for individual grantors)only) i of year. - -� Audftor Deputy i.�. Acknowledgments for Individuals STATE OF , COUNTY OF This instrument was acknowledged before me on by Notary Public STATE OF COUNTY OF This instrument was acknowledged before me on by Notary Public STATE OF COUNTY OF This instrument was acknowledged before me on , by Notary Public Acknowledgments for Corp ti n or Other Entity STATE OF IOWA COUNTY OFA This' trument s ackrAwledged before me on 2006 by as of MidAmerican Energy Coi an , success mer to idWest Power Systems, c.,as su essor y iger a Pu is Service Com Notary Public z�PSiAt HEA S. SPRACKLIN V:y MMISSION NO. 152063 " COMMIS E RESIOW W A n =77 C/)D C� M N X G M �Oa C Z Acknowledgments for Individuals STATE OF COUNTY OF This instrument was acknowledged before me on - by Notary Public STATE OF COUNTY OF This instrument was acknowledged before me on ° by Notary Public STATE OF , COUNTY OF This instrument was acknowledged before me on by Notary Public Acknowledgments for Corporation or Other Entity STATE OF IOWA COUNTY OF This instrumetlwas acknowi dged before me on by cam*( cJ . e- 11 as r� Q-�r'� Qr of MidAmerican Ener Com an ,as successo b merger to Midwest Power Systems,Inc.,as successor y merger to I wa Pub is Service Company. o Wary Public AAL SHERRI R. LONG o� `� COMMISSION NO.168891 MY CO2! _Z)TIRES IOWA �r D C-) Cf)�rn m c EXHIBIT "A" A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26, described as the Northeasterly 12 feet ' width lying adjacent to and along the Southwesterly side of he line established by the River Front Improvement Commission in Black Hawk County, Iowa District Court Case No. 14794 and between the Southeasterly line of Park Avenue and running back from Park Avenue to the Northwesterly line of the real estate owne by the Young Men's Christian Association; AND A part of Government Lot No. 2 in the Northeast FractionalQuarter of Section No. 26 described as beginning at apoint on the established River Front Line on the Southwesterly side of the Ced r River 137.9' Northwesterly from the intersection of that line with the original Northwesterly line of Bridge Street;thence Northwe terly on said River Front Line 10%thence Northeasterly on a line parallel with original Bridge Street 5.8% thence Southeasterly on; a line substantially parallel with said River Front Line 36.6`to the ortherly corner of the existing Young Men's Christian Association wilding; thence Southwesterly on a line parallel with original Bridge treet 3% thence Northwesterly on a line parallel with the said River F ant Line 26.6% thence Southwesterly on a line parallel with origin 1 Bridge Street 2.8'to the place of beginning, all in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in th; City of Waterloo,Iowa; AND The right of flowage, the Water Power Rights and the right to construct, maintain and operate the dam and races now constructed and owned by the Iowa Public Service Company,now Mi erican Energy Company across the Cedar River in the City of Wa erloo, in Black Hawk County,Iowa,between Fourth Street and Par Avenue on the East Side of said River and between Bridge Street et Park Avenue on the West Side of said River. x cu'n SUBJECT TO any and all easements and restrictions of record; N g m :)n G FURTHER RESERVING TO GRANTOR AND SUBJECT TO easements herein Z. reserved for benefit of grantor, its successors and assigns to main ain, service, and replace ifnecessary any of its existing electrical,natural gas or other facilities located within the property herein conveyed. REAL ESTATE TRANSFER - GROUNDWATER HAZARD STATEMENT Please read the filing instructions on the reverse side BEFORE completing this form. PART I - TO BE COMPLETED BY TRANSFEROR TRANSFEROR Name MidAmerican Energy Company Address P. O.Box 557,Des Moines,Iowa 50309 Numbir and Street or t Illy,I own or P.O. state ZtP TRANSFEREE Name City of Waterloo,Iowa, Address 715 Mulberry Street,Waterloo,IA 50703 Number and Street or Rr, Illy,'1'own or l'. . state zip' Address of Property Transferred um an treet or ny, own,or'. tatep Legal Description of Property See Exhibit"A"attached hereto and by this reference incorporated herein. 1. Wells(check one) 'There are no known wells situated on this property. O There is a well or wells situated on this property. The type(s),location(s)and legal status are stated below. 2. Solid Waste Disposal(check one) There is no known solid waste disposal site on this property. 0 There is a solid waste disposal site on this property,but no notice has been received from the Department of Natural Resources that the site is deemed to be potentially hazardous. Q There is a solid waste disposal site on this property which has been deemed to be potentially hazardous by the Department of Natural Resources. The location(s)of the site(s)is stated below. 3. Hazardous Wastes(check one) There is no known hazardous waste on this property. G There is hazardous waste on this property and it is being managed in accordance with Department of Natural Resources rules. 4. Underground Storage Tanks(check one) There are no known underground storage tanks on this property. (Note exclusions such as small farm and residential motor fuel tanks, most heating oil tanks,cisterns and septic tanks,in instructions.) D There is an underground storage tank on this property. The type(s),size(s)and any known substance(s)contained are described below. 5. Private Burial Site(check one) XThere are no known private burial sites on this property. D There is a private burial site on this property. The location(s)of the site(s)is stated below. The known identifying information of the decedent is stated below. Information,if any,required by statements checked above: Attachment for Additional Information? Y/QI If so,number of pages I HEREBY DECLARE THAT THE INFORMATIO TAIN IN PART 1 OF THIS STATEMENT IS TRUE AND CORRECT. Signature: MidAmerican Ener Company B Telephone Number:-(12-��(v(o U caro emr ar nr,..j -----------—---------------------------------- --- -__--_--_--_-- PART II-TO BE COMPLETED BY RECORDER Date of Instrument `� �q n Book/I.D. Q'o.-In Page/I.D. C 19 6 S Date of Recording , 2 4 1006 City or Township � Deed Contract © County Ift 9"IA� -----------------------------------------------------------—------------- ____ DNR form(November 02) FILE WITH RECORDER 542-0960 EXHIBIT "A" A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No. 26, described as the Northeasterly 12 feet in width lying adjacent to and along the Southwesterly side of the line established by the River Front Improvement Commission in Black Hawk County, Iowa District Court Case No. 14794 and between the Southeasterly line of Park Avenue and running back from Park Avenue to the Northwesterly line of the real estate owned by the Young Men's Christian Association; AND A part of Government Lot No. 2 in the Northeast Fractional Quarter of Section No.26 described as beginning at a point on the established River Front Line on the Southwesterly side of the Cedar River 137.9' Northwesterly from the intersection of that line with the original Northwesterly line ofBridge Street;thence Northwesterly on said River Front Line 10';thence Northeasterly on a line parallel with original Bridge Street 5.8% thence Southeasterly on a line substantially parallel with said River Front Line 36.6'to the Northerly corner of the existing Young Men's Christian Association building; thence Southwesterly on a line parallel with original Bridge Street T; thence Northwesterly on a line parallel with the said River Front Line 26.6; thence Southwesterly on a line parallel with original Bridge Street 2.8'to the place of beginning, all in Township No. 89 North, Range No. 13 West of the Fifth Principal Meridian, in the City of Waterloo,Iowa; AND The right of flowage, the Water Power Rights and the right to construct, maintain and operate the dam and races now constructed and owned by the Iowa Public Service Company,now MidAmerican Energy Company across the Cedar River in the City of Waterloo, in Black Hawk County, Iowa, between Fourth Street and Park Avenue on the East Side of said River and between Bridge Street and Park Avenue on the West Side of said River. SUBJECT TO any and all easements and restrictions of record; and FURTHER RESERVING TO GRANTOR AND SUBJECT TO easements Herein reserved for benefit of grantor, its successors and assigns to maintain, service, and replace ifnecessary any ofits existing electrical,natural gas or other facilities located within the property herein conveyed.