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HomeMy WebLinkAboutMid American Energy - WARP Park Project - 11.7.2022NATURAL GAS FACILITIES CONSTRUCTION AND REIMBURSEMENT AGREEMENT — CITY OF WATERLOO, IOWA MIDAMERICAN ENERGY COMPANY, an Iowa corporation, its successors and assigns (the "Company"), and the CITY OF WATERLOO, IOWA, a city incorporated under Chapter 372 of the Iowa Code, (the "Customer") (each a "Party" and together, the "Parties"), enter into this Natural Gas Facilities Construction and Reimbursement Agreement ("Agreement") as of the date of the last signature below (the "Effective Date") and agree as follows: Recitals WHEREAS, the Company is a public utility providing gas service within the City of Waterloo, Iowa; WHEREAS, the Customer is planning to extend natural gas infrastructure to serve a portion of a new industrial park in the City of Waterloo, Iowa, west of the Waterloo Regional Airport (the "Site") as depicted in Exhibit B; WHEREAS, the Parties desire to enter into this Agreement to memorialize the Parties' intent for the Company to complete a Distribution Main Extension and Extensive Plant Additions (as that term is defined later in Article I below) to provide natural gas infrastructure for future development at the Site; WHEREAS, the Customer intends that businesses in the new industrial park will take future natural gas service under the Company's Iowa Natural Gas Tariff (the "Tariff '); WHEREAS, in order to meet the future natural gas distribution service needs at the Site, the Company will construct, own, maintain, and operate the Company Facilities (as that term is defined later in Article I below) of its natural gas system, including, but not limited to, the Company Facilities associated with the Distribution Main Extension and Extensive Plant Additions. WHEREAS, in order to design, procure and install the Company Facilities necessary to serve the Site's future natural gas distribution service needs, certain plans and responsibilities are formalized between the Parties as set forth below. THEREFORE, the Parties agree as follows: Article I. Definitions 1. When used anywhere in this Agreement, including in the recitals, the following terms shall have the meanings indicated. a. Applicable Law — shall mean all laws, statutes, codes, natural gas codes, natural gas standards, ordinances, decrees, rules, regulations, statutory rules, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or Page 1 of 23 PROPRIETARY AND CONFIDENTIAL regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any governmental authority, statutory body or self - regulatory authority. b. Commitment Costs — shall mean the amount of the Company's reasonably and prudently incurred actual costs to supply the material and labor for, and miscellaneous costs associated with, the Company Facilities needed to supply the Customer -requested natural gas distribution service to the Site to serve the natural gas load of future businesses at the Customer's industrial park. An estimate of the Commitment Costs is itemized in Exhibit A, Section 3, Exhibit C and Exhibit D of this Agreement. Subject to the exceptions set forth in this Article I, Section 1, Subsection "b", the above - mentioned miscellaneous costs include, but are not limited to, all costs attributable to the Customer under the Company's Iowa Tariff including costs related to obtaining regulatory approval. c. Company Facilities — shall include the Distribution Main Extension and Extensive Plant Additions needed to serve CPM Roskamp's natural gas load as well as future customers at the Site, including the Company Facilities identified in Exhibit A, Section 2 and in Exhibit B of this Agreement as amended and updated from time to time. d. Customer Cash Payment — shall mean the Reimbursement Balance, not including Tax Gross Up, paid by the Customer to the Company at the end of the Initial Period if the Customer's Net Revenue does not cover the Commitment Costs associated with the Initial Period. A Customer Cash Payment is non-refundable and will be increased by the applicable Tax Gross Up. e. Customer Commitment Costs — shall be defined in Exhibit C of this Agreement. £ Customer Facilities — shall be defined in Exhibit A, Section 4 to this Agreement. g. Distribution Main Extension — shall mean any expansion of the Company's natural gas facilities used to deliver natural gas. Distribution Main Extension shall include the definition provided in the Company's Tariff. h. Distribution System Expansion — shall mean any expansion of the Company's natural gas facilities used to deliver natural gas, including Excess Facilities. i. Extensive Plant Addition — shall mean facilities required before Customer can be served that: i. Are other than Plant Additions paid by the Company, Distribution Main Extension or Service Line including but not limited to: 1. Distribution Main upgrades. 2. Third -party pipeline installations, upgrades and/or supply -related costs that would be incurred by the Company. Page 2 of 23 PROPRIETARY AND CONFIDENTIAL 3. Station construction and/or upgrades for pressure and/or flow control. 4. Are infrastructure improvements that are not currently budgeted or economically justified. Good Utility Practice — shall mean any of the practices, methods, and acts engaged in or approved by a significant portion of the natural gas utility industry during the relevant time period; or any of the practices, methods, and acts which, in the exercise of reasonable judgment in light of the facts reasonably known at the time a decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the region. k. Initial Period — shall mean the three (3) years of the Company's natural gas service starting from the Permanent Service Date. 1. Net Revenue — shall be equal to three times the estimated base revenue for each new customer connecting to the distribution extension; to the extent the base revenue exceeds the additional distribution costs incurred by MidAmerican Energy Company to serve individual customers. m. Permanent Service — shall be as stated in Exhibit A, Section 7. n. Permanent Service Date — shall mean the date the Company completes construction of the Distribution Main Extension and Extensive Plant Additions. o. Points of Custody Transfer — shall mean the points of termination of the Customer's equipment and the Company's downstream equipment p. q. Public Authorities — shall mean the City of Waterloo, Iowa, the Iowa Utilities Board ("IUB"), either state or federal Department of Transportation ("DOT"), the Federal Aviation Administration ("FAA"), and any other applicable regulatory bodies. Refundable Advance — shall mean the amount paid, if any, by the Customer to the Company prior to construction. The Refundable Advance will be refunded in whole or in part if the actual Net Revenue exceeds Commitment Costs. MidAmerican will make no refunds for revenue received after ten (10) years from the date of this Agreement. The refund shall be equal to three times one year's actual use, less fuel expense costs. At no time shall the total of refunds exceed the original Advance for Construction payment. Permitting costs are non-refundable. MidAmerican Energy Company will make no refunds for customers served from a further extension beyond the Company Facilities installed on this agreement Page 3 of 23 PROPRIETARY AND CONFIDENTIAL r. Reimbursement Balance — shall mean the positive difference, if any, of the remaining amount of Commitment Costs not covered by Net Revenue. s. Revenue Credit — shall be equal to three times one year's actual use, less fuel expenses. t. Tax Gross Up — shall mean the additional amount required to recover the Company's income taxes, if any, imposed by Internal Revenue Code § 118, and pursuant to Iowa Chapter 19.3(10) of the Administrative Code ("IAC"). 1991AC 19.3(10). u. Third Party Refunds — As defined in Article III section 2. 2. All other capitalized terms of this Agreement shall have the same meanings as they have in the Company's Natural Gas Tariff and 199 Iowa Administrative Code, Chapter 19. Article II. Site Assumptions for Natural Gas Load and Facilities 1. Customer's Estimated New Natural Gas Load and Supporting Facilities. i. Company will construct the Company Facilities to provide natural gas service to the Site. 2. Site Requirements. a. The Company shall have unrestricted access to the Company Facilities at all times. With respect to Company Facilities located upon or to be located upon restricted -access property under the control of the Waterloo Regional Airport, the Company will make all commercially reasonable efforts to coordinate access with the airport director unless otherwise necessitated by an emergency, and in the case of an emergency shall notify the airport director as soon as possible of any access made by the Company. b. The Company will not begin construction of the Company Facilities until receipt of all necessary portions of a Refundable Advance and any applicable documents such as easements, leases, franchises, licenses, permits, deeds and applicable regulatory approvals. All pre -construction work will be outlined in Exhibit A, Section 6. c. If future customers in the industrial park have natural gas demands above and beyond available capacity, the Company shall require the Customer to enter into a new agreement for upgrades. Article III. Commitments 1. Company Commitment. a. Company commits to using commercially reasonable efforts to have the Company Facilities in place to provide natural gas distribution service to CPM Roskamp on or before December 31, 2022, with Extensive Plant Addition Page 4 of 23 PROPRIETARY AND CONFIDENTIAL complete on or before September 1, 2023 (the "Permanent Service Date"), provided that all prerequisite Customer requirements including, but not limited to, all agreements, contracts, transfer of interest in real estate, and guarantees are completed on a schedule reasonably satisfactory to Company, and provided Company does not experience difficulties which include, but are not limited to, a Force Majeure event, or shortages relating to materials, supplies and labor, late receipt of equipment or materials, regulatory delays, system emergencies, or other causes beyond the reasonable control of the Company, but not including causes that, by the exercise of due diligence and best efforts, the Company could overcome or avoid. Furthermore, Company's commitment and proposals are specifically contingent on Customer first fulfilling its responsibilities as set forth in this Agreement, to the reasonable satisfaction of Company. b. It is specifically understood between the Parties that Company cannot control the availability, scheduling or delivery of materials and equipment, all of which is being ordered from third -party sources or the scheduling and granting of such regulatory, governmental, and authority approvals as may be required; therefore, Company cannot and does not guarantee that it shall be ready to supply permanent service to the premise on any particular date. As necessary, Company shall keep Customer apprised of the progress of work, including, for example, equipment orders and the like, along with equipment delivery dates if this may affect the schedule. c. Customer and Company agree to meet regularly to discuss the project progress and make reasonable efforts to complete the project. 2. The Company shall provide the Customer a point of contact to provide regular updates on the Company's expected completion date for Permanent Service and to promptly respond to the Customer's inquiries. If a Force Majeure Event occurs, the Parties will follow the procedures under Article VI, Section 9. The Company shall construct the Company Facilities in accordance with Good Utility Practice and in compliance with Applicable Law. 3. Customer Commitment. a. In order to construct the Company Facilities described in Exhibit A, the Customer agrees to make a Refundable Advance if the Commitment Costs exceed the estimated Revenue Credit. If a Refundable Advance is due, the amount will be shown in Exhibit C. b. If applicable, the Refundable Advance may include an applicable Tax Gross Up, and the Refundable Advance will be based on the estimated Commitment Costs less the estimated Revenue Credit. Page 5 of 23 PROPRIETARY AND CONFIDENTIAL c. The Net Revenue from the Initial Period shall be credited toward the Commitment Costs and the Customer shall not owe a reimbursement if the Net Revenue is equal to or exceeds the Commitment Costs. If the Net Revenue from the Initial Period is less than the Commitment Costs, the Customer commits to reimbursing the Company the Reimbursement Balance by paying the Customer Cash Payment plus any applicable Tax Gross Up. d. The Customer shall provide the Company a point of contact to provide regular updates on the Customer's expected date of completion and updates that may impact Permanent Service so that the Company may economically update its construction schedule and its power supply schedule. If the Customer experiences a Force Majeure Event, the Parties will follow the procedures under Article VI, Section 10. e. The Customer shall grant or cause to be granted at no cost easements across all Customer property and provide, at no cost, support and assistance for acquiring all necessary easements, permits, and other required authorizations or approvals on properties not controlled by the Customer. 4. Third Party Refunds a. If, during the first ten (10) years following the Permanent Service Date, any customer of Company directly connects with a service line to the gas pipeline constructed for the project, then Company shall refund to Customer an amount equal to three times the Estimated Base Revenues of that additional customer, including a pro rata share of the Tax Gross Up, up to the amount of the Reimbursement Balance. Because Customer has no ability to determine whether another Company customer has taken service from the gas pipeline, Company shall notify Customer of any such customer. Company's refund obligations are satisfied ten (10) years after the actual permanent in-service date or earlier if the Reimbursement Balance, if any, has been fully refunded. b. No interest will be paid on refunded Refundable Advance and adverse condition charges, if any. c. Any refunds will be made at least once a year during the 10-year period. d. Total refunds shall not exceed the sum of the Refundable Advance and Customer Contribution, if any. e. No refunds shall be made for customers connected after ten (10) years from the Permanent Service date. f. Any Balance remaining on the sum of the Refundable Advance and Customer Contribution at the end of the 10-year period after the payment of all refunds shall be retained by Company. Page 6 of 23 PROPRIETARY AND CONFIDENTIAL g. Pipeline or distribution extensions branching off of the Company Facilities constructed under this Agreement resulting in additional service line connections to those extensions will NOT result in refunds to Customer. Article IV. Term and Termination 1. This Agreement will become effective upon the Effective Date and remain in effect until the later of: (i) the Company meeting its obligations under this Agreement and the Customer meeting all of its obligations under this Agreement by generating sufficient Net Revenue to cover the actual Commitment Costs and/or by paying any Reimbursement Balance and Tax Gross Up if owed; and (ii) the date upon which a Party has elected not to use this Agreement in accordance with this Article IV ("Term"). 2. The Customer has the unilateral right to terminate this Agreement upon 30 days' advance written notice to the Company, in which case the Company will stop all work under this Agreement and associated Exhibits. If the Customer opts to terminate this Agreement, the Customer will owe to the Company any documented non -recovered costs, including applicable Tax Gross Up, reasonably incurred by the Company in connection with this Agreement and as outlined in Exhibits A, B, C, D, and E; provided, however, that the Company shall diligently attempt to mitigate such non -recoverable costs by either re- selling the equipment or using the equipment for another Company project or use and any such successful mitigation shall be offset against the documented non -recovered costs owed by the Customer. 3. The Customer is obligated to provide a forecasted peak natural gas load in accordance with Article II, Section 1 and Article III, Section 3 of this Agreement if the Customer expects additional natural gas load growth requiring additional installed capacity to serve the natural gas load. Article V. Notices Unless otherwise provided in this Agreement, any notice, request, demand, monthly statements and payments provided for in this Agreement or in the Company's Tariff, or any notice which either Party may desire to give to the other, shall be in writing and shall be considered as duly delivered when mailed by first-class postage prepaid United States mail addressed to the other Party at its address indicated below or at such other address as either Party may designate for itself in writing to the other Party: Company (Contract Administration) MidAmerican Energy Company Director of Business Connections 3500 104th Street Urbandale, IA 50322 david.johnson@midamerican.com Company (Payments) MidAmerican Energy Company Treasury P. O. Box 8020 Davenport, IA 52808-8020 treasury@midamerican.com Page 7 of 23 PROPRIETARY AND CONFIDENTIAL Customer (Contract Administration / Bills) City of Waterloo Attn: Community Planning and Development Director 715 Mulberry Street Waterloo, Iowa 50703 Noel.anderson@waterloo-ia.org Jamie.knutson@waterloo-ia.org Legal Notices Customer City of Waterloo Attn: City Attorney 715 Mulberry Street Waterloo, Iowa 50703 Martin.petersen@waterloo-ia.org Article VI. Miscellaneous Company MidAmerican Energy Company General Counsel 666 Grand Avenue, Suite 500 P.O. Box 657 Des Moines, Iowa 50306-0657 timothy.whipple@midamerican.com 1. Application of Tariffs. Any applicable terms and conditions included in the Tariff or in the IUB rules shall apply. If the terms and conditions of this Agreement are not addressed in the Tariff or in the IUB rules, the terms and conditions of this Agreement shall apply. The provisions of this Agreement and the Tariff are subject to change upon order or approval of any regulatory authority having jurisdiction. If there is a regulatory change requiring an amendment to this Agreement, the Parties will work in good faith to negotiate amendments to this Agreement affected by an order or approval of a jurisdictional regulatory authority. 2. Severability. Each provision of this Agreement is severable and if any provision shall be finally determined to be invalid, illegal, or unenforceable in any jurisdiction, the remaining provisions shall not be affected thereby nor shall said provision be invalid in any other jurisdiction. 3. Waiver. The rights of the Parties may not be waived except in writing signed by the waiving Party. A waiver by either Party of any of its rights under this Agreement or any breach of this Agreement shall not be construed as a waiver of any other or future rights or breaches. No waiver by either Party of any one or more defaults by the other Party in the performance of any provision of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or a different character. 4. Applicable Law. This Agreement and the Parties' performance shall be interpreted in accordance with the laws of the State of Iowa, without reference to its provisions concerning conflicts of laws, and shall be subject to all applicable rules and regulations of regulatory authorities having jurisdiction. Page 8 of 23 PROPRIETARY AND CONFIDENTIAL 5. Dispute Resolution and Jury Waiver. The Parties agree that any dispute regarding the interpretation of 199 IAC 20, 199 IAC 25, or the Tariff falls under the IUB's jurisdiction, and the Parties shall first attempt to resolve any disputes through the IUB's informal complaint process. The Parties retain the right to request reconsideration of an IUB decision and the right to appeal the IUB decision. The Parties retain the right to appeal any IUB decision or enforce any other provisions of this Agreement in either Iowa state or federal courts. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. 6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral or written agreements and all contemporaneous oral communications. All additions, amendments or modifications to this Agreement must be made in writing and must be signed by the Parties. This Agreement shall be effective upon execution. 7. Assignment/Successors. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their successors and assigns. Either Party may at any time, upon written notice to the other Party, assign this Agreement and all of its rights and obligations under this Agreement to the Party's affiliate or subsidiary. 8. Default. Failure to make a payment due under this Agreement shall not be considered a material breach until such payment is past due by 45 days and the Company has provided written notice of such to the Customer. 9. Force Majeure. a. Neither Party will be liable for delays or any failure to perform under this Agreement due to causes that: (a) are not within the reasonable control of the applicable Party; (b) are not the result of the acts or omissions of the applicable Party; and (c) by the exercise of due diligence and its best efforts, the applicable Party is unable to overcome or avoid (a "Force Majeure Event"), including war (including civil war), riots, terrorist attacks, embargoes, acts (whether sovereign or contractual) of civil or military authorities, acts or failures to act of any governmental entity, fires, floods, explosions, the elements, epidemics, quarantine restrictions, industry -wide strikes, or the other Party's acts or omissions with respect to matters for which such Party is responsible. The other Party will not be required to perform or resume performance of those of its obligations that correspond to the obligations of the Party excused by Force Majeure Event. b. If there is a Force Majeure Event, the affected Party will orally notify the other Party as soon as commercially practicable of such delay and will provide to the other Party a written description of the details of such Force Majeure Event within five business days Page 9 of 23 PROPRIETARY AND CONFIDENTIAL from the date of such oral notice. If the Party claiming a Force Majeure Event complies with the foregoing procedures, the Parties will negotiate in good faith an equitable adjustment to the completion schedules and any other affected terms of this Agreement. c. During a Force Majeure Event, both Parties shall use commercially reasonable efforts to resume performance under this Agreement. d. Notwithstanding the foregoing, each Party acknowledges and agrees that it is entering into this Agreement and committing to perform its respective obligations with an awareness of the effects of the ongoing pandemic, as of the Effective Date, the continuation of which the Parties agree will not be deemed a Force Majeure Event absent changes in circumstances or occurrence of events beyond the Parties' reasonable control which would independently meet the definition of a Force Majeure Event. 10. Material Shortage and Supply Chain Challenges. Material shortage and unavailability is a known challenge. The Parties acknowledge that timelines may be impacted by the timeframe to obtain necessary materials. All commercially reasonable efforts will be made to obtain necessary materials. Relevant delays will be communicated to the Customer. 11. Compliance with the Laws. The Parties agree they will comply with Applicable Laws in performance of this Agreement. 12. Interpretation and Joint Drafting. The Parties expressly agree that this Agreement was jointly drafted and that each had the opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. The language in all parts of this Agreement will be in all cases construed according to its fair meaning and not strictly for or against either of the Parties. If a claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion will be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Party or counsel for any particular Party. 13. Good Faith. Each Party will act in good faith in the performance of its obligations under this Agreement and each Party will cooperate with the reasonable requests of the other Party and otherwise use commercially reasonable efforts to implement the provisions of and to administer this Agreement in accordance with its terms. 14. Captions. The captions of the various Articles and Sections of this Agreement are for convenience and reference only and do not limit or define any terms and provisions of this Agreement. 15. Exhibits. The Exhibits attached to this Agreement are incorporated in this Agreement and made a part of this Agreement. 16. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be an original, but all of which taken together will constitute only one legal instrument. Provided that both Parties have signed this Agreement in counterparts and the counterparts Page 10 of 23 PROPRIETARY AND CONFIDENTIAL have been delivered to both Parties, it will not be necessary in making proof of this Agreement to produce or account for more than one (1) counterpart. 17. Change in Law. Notwithstanding any other provision in this Agreement, if any Applicable Law is changed, amended or revoked, or any statutes, rules, regulations, permits or authorizations are enacted or granted, such that: (i) the continued implementation of this Agreement would have a material adverse effect on either Party; or (ii) this Agreement or any part of this Agreement would be rendered unenforceable, then the Parties agree to negotiate in good faith to amend this Agreement to conform with such Applicable Law or new statutes, rules, regulations, permits, or authorizations (as applicable) in order to maintain the original intent of the Parties under this Agreement. 18. Further Assistance. Each party, upon the reasonable request of the other Party, will perform any further acts which are consistent with this Agreement and that do not increase the duties or financial obligations of the Parties or reduce any rights of the Parties. 19. Survival Rights. This Agreement will continue in effect after its termination to the extent necessary to allow or require either Party to fulfill rights or obligations that arose under this Agreement. 20. Verification. Each Party will maintain adequate records to assist the other Party in meeting any obligation under this Agreement and will provide such records upon reasonable notice from the other Party. 21. No Third -Party Beneficiaries. There are no third -party beneficiaries of this Agreement, and this Agreement should not be construed to create or confer any right or interest in or to, or to grant any remedies to, any third party as a beneficiary of this Agreement or of any duty, obligation, or undertaking established in this Agreement. 22. Relationship of Parties. This Agreement does not constitute a joint venture, association or partnership between the Parties. No express or implied term, provision or condition of this Agreement will create, or will be deemed to create, an agency, joint venture, partnership or any fiduciary relationship between the Parties. 23. Business Ethics. Both the Customer and the Company, and their respective employees, officers, agents, representatives and subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of their obligations under this Agreement. In conjunction with its performance under this Agreement, the Parties and their respective employees, officers, agents and representatives shall comply with, and cause its subcontractors and its employees, officers, agents and representatives to comply with, all Applicable Laws, including, without limitation, the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Without limiting the generality of the foregoing, the Customer specifically represents and warrants that neither the Customer nor any subcontractors, employees, officers, representatives or other agents of the Customer have made or will make any payment, or have given or will give anything of value, in either case to any government official (including any officer or Page 11 of 23 PROPRIETARY AND CONFIDENTIAL employee of any governmental authority) to influence his, her, or its decision or to gain any other advantage for the Customer or the Company in connection with the Services to be performed hereunder. The Customer shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this Agreement and to verify the Customer's compliance with this section. The Company shall be permitted to audit such records as reasonably necessary to confirm the Customer's compliance with this section. Any such audit shall be undertaken by the Company at its sole cost and expense, shall be requested in advance and in writing, and shall be conducted during the Customer's regular business hours with as little disruption to the Customer's business operations as possible. The Customer shall immediately provide notice to the Company of any facts, circumstances or allegations that constitute or might constitute a breach of this section and shall cooperate with the Customer's subsequent investigation of such matters. The Parties specifically acknowledge that the Customer's failure to comply with the requirements of this section shall constitute a condition of default under this Agreement. 24. Authority to Execute. By signing below, Customer's representative certifies that Customer has obtained all necessary public approvals, including the FAA, to enter this Agreement and is duly authorized by Customer to execute this Agreement on Customer's behalf and to bind Customer to this Agreement and the terms herein. 25. Public Records. The Company recognizes that the Customer is a governmental entity subject to the Open Records Statute codified in Iowa Code Chapter 22. 26. Electronic Signatures Binding. The Parties may execute this Agreement by electronic signature, specifically including Adobe Sign, which signature shall be binding on the Party as if the Party executed the Agreement with a wet ink signature. Page 12 of 23 PROPRIETARY AND CONFIDENTIAL IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year last written below. MIDAMERICAN ENERGY COMPANY CITY OF WATERLOO By: /1// k Natioe Nick Nation (Nov 8, 2022 10:30 CST) By: Quentin Hart (Nov 8, 2022 08:50 CST) Name: Nick Nation Name: Quentin Hart Title: vice president, gas delivery Title: Mayor Date: 11/08/2022 Date: 11/08/2022 Page 13 of 23 PROPRIETARY AND CONFIDENTIAL EXHIBITS Exhibit A — Project Details Exhibit B — Figures Exhibit C — Customer Commitment Costs Exhibit D — Preliminary Project Cost Summary ADDITIONAL EXHIBITS FOR REFERENCE Exhibit E —Utility Easement Overview Exhibit F — Natural Gas Utility Easement Page 14 of 23 PROPRIETARY AND CONFIDENTIAL ExxIBIT A PROJECT DETAILS 1. Estimated Natural Gas Load Information a. Known Site Loads. i. Company will construct the Distribution Main Extension to serve CPM Roskamp's new facility at 4050 Leversee Road, Waterloo, Iowa. CPM Roskamp identified their load at five (5) million cubic feet per hour (Mcfh). b. Additional Capacity i. The Company will construct the Extensive Plant Addition which could provide an additional 45 million cubic feet per hour (Mcfh) to the industrial park based on the existing distribution system configuration, subject to availability and load growth in the area. 2. Company Facilities a. Company Facilities. i. The Company will construct, own, and operate approximately 3,850 feet of 8-inch plastic, 18,350 feet of 6-inch plastic and 300 feet of 6-inch 70 psig steel mains. Main will be bored through runway protection area, future railroad spur at south end of development, established residential and commercial areas and across roadways. The installation will occur in two phases: a. Phase I involves a Distribution Main Extension of approximately 14,000 feet of 6-inch plastic and 300 feet of 6-inch steel 70 psig mains to provide service to CPM Roskamp with an in-service date of December 31, 2022. (Figure 1.) b. Phase II involves an Extensive Plant Addition of approximately 3850 feet of 8- inch plastic and 4350 feet of 6-inch plastic 70 psig mains to increase capacity to the Leversee Rail Development with an in-service date of September 1, 2023. (Figure 2.) ii. The Company shall maintain its Company Facilities consistent with Good Utility Practice. iii. If the Customer anticipates a natural gas load greater than the assumptions documented above, the Customer must immediately notify the Company to allow the Company to update its system models and update any changes to the construction. Based on the notification, the Parties shall plan the Natural Gas Distribution Main Extension, if necessary, to each Party's facilities. Furthermore, if the Customer's forecasted gas load is expected to exceed the installed capacity and additional facilities Page 15 of 23 PROPRIETARY AND CONFIDENTIAL are required, then additional facilities shall not be constructed until any required approval of applicable authorities is received and appropriate agreements are executed. iv. For planning purposes, Exhibit B, Figure 1 shows the layout of the Distribution Main Extension and Extensive Plant Addition. If the Customer anticipates natural gas load greater than the installed capacity for the Company Facilities identified in Exhibit A, the Customer shall notify the Company in accordance with the provisions in Article V of the Agreement. 3. Commitment Costs associated with the Company Facilities. The Commitment Costs are estimated to be one million, four hundred and twenty-nine thousand, eight hundred and sixty- five dollars ($1,429,865). These costs shall be payable as set forth in Exhibit C. If Customer requires that the installation be completed during the winter construction season, or when working conditions impede construction, Customer shall pay an additional sum of $4.93 per foot. This includes Tax Gross Up. The Company reserves the right to determine if and when such winter/adverse conditions exist. 4. Site facilities a. CPM Roskamp and future customers will construct, own, operate, and maintain their own future equipment and connect to the Company equipment. b. CPM Roskamp and future customers shall maintain the future facilities consistent with Good Utility Practice. 5. Metering The metering point will be located on CPM Roskamp's and other future customers' property. Company will provide, own, install and maintain the appropriate metering equipment. CPM Roskamp and other future customers shall provide electrical power and telecommunications for Company's metering equipment, if gas transportation is required. 6. Company Site Requirements All Site Requirements set forth in Article II, Section 2 of the Agreement must be met as set forth therein. Page 16 of 23 PROPRIETARY AND CONFIDENTIAL EXHIBIT B FIGURES Figure 1. Preliminary Project Drawing LEVERSEE RAIL MAIN DCTENSION INSTALL 14.007 OF 8" PL AND 300' OF 8' STEEL 70 P81 MAIN TO SERVE PART OF INDUSTRIAL PARK ALL MAIN TO BE INSTALLED IN EASEMENTS STAKED BY OTHERS. PHASE I WRi12860096 9/2912022 -SPEICHER NO1° r=.+.�gtel`:atA i grr:1tl== na:a�=====Q�w.n"�i Page 17 of 23 PROPRIETARY AND CONFIDENTIAL Figure 2. Preliminary Project Drawing LEYERSFE RAIL MAIN LOOPS INSTALL 380P OF 8' PL AM 4350' M_ OF 0' Pt 70 PSI MAIN TO INORFASF CAPACITY TO INDUSTRIAL PARK II PHASE II 828R1122 BPEICHER - I III IMMO TO Pp MI NM II_ _._._.. RAsapn T6 MGM FM i `II A1,10A AVOCNp M611,0 IxpPNL1960 OP TGMIF E01111110,81.16.BONOpGBT PLUM Mina B. PLAT TJOALNYp HNV TOYO(SYl OR 11 m,:' MI EMlAl`■ LYllll111 I1 hi iii_ L Al .lil�I. �� 1 �■iI _T" Y x_ I. i PROJECT OVERVIEW Y ,! a� ■ : �' iOL1 PROJECT II 11 El 1 jj• 4'=�\ �Pl' ENE,.gf COM P o.e a.IJOm6krwTkxm M/AILJIEVIYlNOF1 IY Ad IPTABEE wY O` +� +�� L _ ca... wT OAS MATE11L00 p. I �pyppa r M �T�O�'�R:a H riY.o� »'wr.eYn.rww��iron .6=01 0lik PYr plern YYF fro am Maiy: Off, b meLwpM�I IY.YPpE11•F. �CY111.= . YibeYAY gell=W 0M00016 Figures 1 and 2 represent preliminary project drawings, as conceived by the Company as of the Effective Date. Page 18 of 23 PROPRIETARY AND CONFIDENTIAL EXHIBIT C CUSTOMER COMMITMENT COSTS 1. Customer Commitment Costs a. Estimated Commitment Costs, Revenue Credit, and Refundable Advance. The estimated Commitment Costs are one million four hundred twenty-nine thousand eight hundred and sixty-five dollars ($1,429,865). The Revenue Credit is calculated as set forth in Article I, Section 1, Subsection "s", and is estimated to be thirteen thousand four hundred and thirty- four dollars ($13,434). Based on these figures, the Customer shall pay an upfront Refundable Advance of one million seven hundred and six thousand, nine hundred eighty dollars ($1,706,980), which includes the estimated Commitment Costs less the revenue credit plus an applicable Tax Gross Up of two hundred ninety thousand five hundred forty- nine dollars ($290,549). b. Reconciliation of Estimated and Actual Commitment Costs. Actual Commitment Costs will be determined within ninety (90) days of the Permanent Service Date. The Company shall retain billing records to account for all actual Commitment Costs which shall be maintained in a reasonable and accessible manner. If actual Commitment Costs exceed estimated Commitment Costs, the Customer shall pay to Company an additional Refundable Advance payment in the amount of the positive difference between the actual and estimated Commitment Costs, plus an applicable Tax Gross Up. If actual Commitment Costs are less than estimated Commitment Costs, Company will refund to Customer the negative difference between the actual and estimated Commitment Costs, plus an applicable Tax Gross Up. Payment will be due within forty-five (45) days from the date Company confirms actual Commitment Costs to Customer. c. Reconciliation of Revenue Credit and Net Revenue. Provided that Company's gas service to Customer's public safety facility and Customer's Initial Period begins during the first ten (10) years following the Permanent Service Date, actual Net Revenue will be calculated at the end of the Initial Period as set forth in Article I, Section 1, Subsection 1. If actual Net Revenue exceeds the estimated Revenue Credit of zero dollars ($0), Company will refund Customer the positive difference plus applicable Tax Gross Up. At no point shall the refund exceed the total Refundable Advance collected from Customer, as determined under subsections "a" and "b" above. Payment will be due forty-five (45) days from the end of the Initial Period. d. Reimbursement Balance. The net Refundable Advance remaining, if any, after payment or refund of any amounts required in subsections "b" and "c" above shall be considered the total Reimbursement Balance collected from Customer. e. Future Third Party Refunds. Other than any refunds made under subsections "b" and "c" above, any other refunds from Company to Customer shall only be as set forth in the Third Party Refund provisions found in Article III, Section 3 of this Agreement. Page 19 of 23 PROPRIETARY AND CONFIDENTIAL ExxIBIT D PRELIMINARY PROJECT COST SUMMARY The Services and Associated Estimated Preliminary Financial Commitments Cost Breakdown 1 Labor $ 993,500 Material $ 375,355 Administrative Casts $ 40,000 Staking, Sharing, Traffic Contra!, Permitting $ 20,990 Commitment Cost (Sub total) $ 1,429,865 Revenue Credit (CPM Roskamp) $ 13,434 Refundable Contribution (Subtotal) $ 1,415,431 Tax Gross up $ 290,549 Refundable Advance (Total) $ 1,706,980 Page 20 of 23 PROPRIETARY AND CONFIDENTIAL EXHIBIT E UTILITY EASEMENT OVERVIEW Page 21 of 23 PROPRIETARY AND CONFIDENTIAL 30Twyi'W 73E TRACT K" 07.40y11 •Ly 734.9e' • {S orral4a- 64. 7341359 ExrnBIT F GAS UTILITY EASEMENT Index Legend Location Eloatorlptiorr Lot 14 d Traci 'IC, Pcrt Arnence Peal Flat Mug SE 114 3 SW 1/4, Section 5, TM. R19W City al Medea Iowa Noel Andalson, City of Waterloo Proprietor City ❑f Waterloo. IOLra SUM:yr:1E w1•em W. Cootie Surveycr ce npany City of waterloo Engineering oepaitme 715 Multerry street Watedoo. Ia 90•115 Ret>m To: 715 Multeny a . waterlog IA 94713 2:1d912 Prat of Natural Gas basement lie 14 and irar f W 1.20041 ArrLarrrd Park Fra N. 2 ally ode S.ztlleast Quart ark' SMRhaest Quay; Saal n 5, 7cew1n 1 84 E16rth Rave 13 Meg one S21 Pat cayar It+aEe.7ae, 6:ask Kiwi( Gvuny, klhe ▪ . - . WWL-I, rt..s st:rani 7bmenrce aT naaaal gas adnea ore, mlrr. Iron. Ina aema neat pert/seer Lel la arra - r 3%7 - - i3 =an Pat kr.'_. ani T.e SdMeast calf 18E 1,31 ani SolMeeff Quarter (SIu 1,44 OTSerthe E, - -:- : -- Acr-. Range IS -Y'ea1 Y ne FN Frncleed McMan ISk Fh¢.In the Cty orYNaktoo, a1eck Hark C:ccrty, Salk of -a- - : re -S Lrertlr too as ss EN. sr•: a':'e 5c6t eery-rrtta' c1 r'.1-rcr.ia"a Pat .13!V51 rener Writ23.EEC-1•'he•.! 1179E Ye. a cog Ce wr:•- -• -. :fence :'s-s_ s tha1tt _sr,:::I-, :':-::a•sk w't1 !he:e•:<- -. '.r ctr. :nctsrn_5n su:-.re:,r•.:--...:-t[°'1'_]',1Y;ls:-;'s:. 3-2- —__ Yet b:ee .. --.. '.'4<r .4xlm Pat=s:'.:= - ..-. .-a5,I41 '--- --, as _ c ...:: :-. .... redLotiL.Mgr. h-'a .: a -r. .: ..: .... ..... -- -.-._- -- --%---.z,-•e Cat!:Sae•..: :.5-.:--.--.-.:---.:-- a---.s---' - .. . .: := J.e:ams a a 5.... .. .....• - .. .. .. •--a::::'e-ncrall i ya,::::::::: , :--":---]-:-gi n:, -e - :3......-, ..:. .. ::- _ :1 I'>' ,1'e•.: '......-. - ..3easement theme EcJh -. --_-: .-..s xi t21:13e:t re E_:: ':Nit:.e Y:-to i : . -- -•: . :. :-a red F:rte RaHmdltlrnoc •- __- _c: ei593-.e%s c•-re rprl-,Ia1. ne 533 IS Yet Ec:Tt:: .:' es:'.-- .• '.e Yorssali'hakaba Redeem! .▪ :.-=...:1.aroel'C:-m[e :: •: -. a]-wIr S3.1=:3•Ea:t a ce lr:::: -: :--: •:.: '.Fltil-xa'f ne mter121'_.12 _ -- :calhketterly rearm: s-:e Au h,:erle ,c•Funwah1.1.16 and orMrclm -.-.--.. -__- _--.-:-s:atl Fars k ire ::: 'reek the 15r43-. -< Ceald Lctl4; thenceconlnuhg a... a. ..a .. .. .. ... . . IDthaa': rE a:.. _E E-ieel:o3 :-..._.._._.rr44 tend __!?3::'eel Lc:ne-o:n-p re, Trx:'E'. L.l %xc.4-e-:e F:'F.=s: ne _]d10 Yet lithe Kota!' oe rot g esyanrn E4,553 teLare feet 12:: a:'e: PREI I Ir.,' 4 ra..wn dcaaa.w4'r +a.aY-rr ay.. usr ▪ .tl parmaml -:ta. 44 Is Ian My ear ▪ %.e.orar31,alas. anlav Hobs: I ha Barr,. awe on.army,n on m. Saw Y Ma.ra4 is Y..a..Fm iACooalr anl- Zwhi AI w FY 1,^+'.tcrloo Engineering Department • 15 Muberiy BLrn a. WStellekk ldwn 59703 I' :u: (319) 291-4312 Fax. (319) 291-4292 Dram 6r WM sc Flekl Work Die: 4-8 d 9-9-71122 Dale DIME 147 2472 Sheet No. 1of3 Iti °T0220" E 86465'j 2@ z § 7 � O a 8 8 8 e 4 x 8 1 s 8 8 X 0 4 Er! 2sauscprros Pell Pue 6L 107 EXHIBIT F (continued) GAS UTILITY EASEMENT Le I. O93 ggh 2 89 EC 16 s0 to COI c,r cn rn co z� ev r11•4 fs sB sf �•w 74s.2„) (N or0220' 860.s5'y 1+� 3 `'-y®�®.mnn•.°l fV SK ffff ;uacuase9 seF fem;eN Jo JeId City of Waterloo Engineering Department 715 Mulberry Street, Waterloo, Iowa 50703 Phone: (319) 291-4312 Fax: (319) 291-4262 Drawn By: WWC Scale: 1" = 200' Field Work Date: 9-8 & 9-9-2022 Date Drawn:10-07-2022 Sheet No. 3 of 3 Page 23 of 23 PROPRIETARY AND CONFIDENTIAL