HomeMy WebLinkAboutMidAmerican_Energy_-_Warp_5th_Gass_Main_Extension_-_2.16.26Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
NATURAL GAS FACILITIES CONSTRUCTION AND
REIMBURSEMENT AGREEMENT — CITY OF WATERLOO, IOWA
MIDAMERICAN ENERGY COMPANY, a state of 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 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 natural gas service within the City
of Waterloo, Iowa;
WHEREAS, the Customer is planning to extend natural gas infrastructure to service a
portion of new industrial park in the City of Waterloo, Iowa west of the Waterloo Regional Airport
(the "Site") s depicted in Exhibit B;
WHEREAS, the Parties desire to enter into this Agreement to memorialize the Parties'
intent for the Company to complete an Extensive Plant Addition and Distribution Main Extension
(as those terms are defined later in Article I below) to serve the Customer's natural gas load 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 Customer's natural gas load, 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, judicial or arbitral or
administrative or ministerial or departmental or regulatory judgments, orders,
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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 Customer's natural gas load. An
estimate of the Commitment Costs is included in Exhibit A, Section 2, Exhibit C and
Exhibit D of this Agreement. The above -mentioned miscellaneous costs include but are
not limited to all costs attributable to the Customer under the Company's applicable
Tariff including costs related to obtaining regulatory approval.
c. Company Facilities — shall include the Distribution Main Extension/Extensive Plant
Addition, service line and related equipment needed to serve the Customer's natural
gas load 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 payment of the Reimbursement Balance, paid
by the Customer to the Company at the end of the Initial Period, if applicable. A
Customer Cash Payment is non-refundable and will be increased by the applicable
Income Tax Surcharge.
e. Customer Commitment Costs — shall be defined in Exhibit C of this Agreement.
f. Customer Facilities — If applicable, shall be defined in Exhibit A, Section 3 of this
Agreement.
g.
Distribution Main Extension/Extensive Plant Addition — shall mean any expansion of
the Company's natural gas facilities used to deliver natural gas, including Excess
Facilities. Distribution Main Extension/Extensive Plant Addition shall include the
definition provided in the Company's applicable Tariff.
h. Excess Facilities — shall mean facilities that are above the standard level to serve the
natural gas load as defined by the Excess Facilities Clause of the Company's applicable
Tariff, and as further defined in Article II, Section 4 below.
i. 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 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.
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Income Tax Surcharge — shall mean the additional amount required to recover the
Company's income taxes, if any, imposed by Internal Revenue Code § 118, and
pursuant to 199 IAC 19.3(10) of the Iowa Administrative Code ("IAC").
k. Initial Period — shall mean the six (6) years of the Customer's natural gas service
starting from the Permanent Service Date.
1. Net Revenue — shall be calculated using the greater of i) the Customer's cumulative
total revenue billed in years one (1) through six (6) of the Initial Period; or ii) year six
(6) of the Initial Period multiplied by six (6), from the Permanent Service Date, less, if
applicable, cost of purchased gas and energy efficiency cost recovery charges.
m. Permanent Service — shall be fulfillment of Company Commitments under this
Agreement and the Customer accepting service under the applicable Tariff.
n. Permanent Service Date — shall mean the date the Customer begins Permanent Service.
o. Point of Custody Transfer — shall mean the point or points of termination of the
Company's facilities and the Customer's downstream facilities.
p. Public Authorities — shall mean the City of Waterloo Iowa, the IUC state or federal
Department of Transportation ("DOT"), the Federal Aviation Administration ("FAA"),
and any other applicable regulatory bodies.
q.
Refundable Advance — shall mean the amount paid, if any, by the Customer to the
Company for construction. The Refundable Advance may be refunded in whole or in
part as described in Article III, Section 3 and Exhibit C.
r. Refundable Surety Advance — shall mean the amount paid, if any, by the Customer to
the Company prior to construction as a form of Surety as described in Article III,
Section 2f. The Refundable Surety Advance will be refunded in whole or in part if the
actual Net Revenue exceeds Customer Commitment Costs.
s. Reimbursement Balance — shall mean the positive difference, if any, of the remaining
amount of Customer Commitment Costs not offset by the sum of Net Revenue and
Refundable Advance.
t. Revenue Credit — shall be calculated using the greater of i) the Customer's total
estimated revenue billed in years one (1) through six (6) of the Initial Period; or ii) year
six (6) of the Initial Period multiplied by six (6), less, if applicable, cost of purchased
gas and energy efficiency cost recovery charges.
u. Surety - as defined in Article III Section 2f.
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v. Temporary Gas Service — shall mean natural gas distribution service of a temporary
nature and as further defined in Article II, Section 3 below.
w. Third Party Refunds — As defined in Article III, Section 3.
2. All other capitalized terms of this Agreement shall have the same meanings as they have
in the Company's applicable Tariff and applicable state administrative code.
Article II. Site Assumptions for Natural Gas Load and Facilities
1. Customer's Estimated New Gas Load and Supporting Facilities.
a. Exhibit A of this Agreement contains the Customer's preliminary natural gas load
estimate. If applicable, the Parties will amend this Agreement in writing to reflect an
updated natural gas load estimate.
b. The Company will construct the Company Facilities to meet the Customer's natural
gas requirements as identified in Exhibit A.
2. Site Requirements.
a. 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.
b. If applicable, the Customer shall obtain required City of Waterloo Iowa approval for
the Company Facilities at the Customer site as part of the overall site plan approval for
the Customer Facilities.
c. The Company shall have unrestricted access to the Company Facilities at the Customer
site at all times.
d. Reserved
e. All Company Facilities must be located within permitted right-of-way, utility
easements, or as needed in easements covered by express easements granted to
Company and recorded in the County where the Customer's property is located. The
easement(s) shall be provided to Company at no cost to Company and in substantially
the form of the example included herein as Exhibit E. The easement(s) must be granted
to Company by the owner of the property where Company Facilities will be located.
The easement locations shall be described by a licensed surveyor in a form acceptable
to Company.
f. In the event Company Facilities require a permit or other approval prior to installation
from the IUC Company agrees to use commercially reasonable efforts to obtain such
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permit or approval as part of the Company Commitment included herein in Article III,
Section 1.
g. The Company will not begin construction of the Company Facilities until receipt of
Surety, Refundable Advance, and any applicable documents such as easements, leases,
franchises, licenses, permits, deeds and applicable regulatory approvals.
3. Temporary Natural Gas Service. Following receipt of a written 120-day advance notice of
the Customer's need for Temporary Natural Gas Service, the Company shall provide
Temporary Natural Gas Service to the Customer's Site pursuant to the Company's
applicable Tariff provisions for Temporary Natural Gas Service. To the extent the
Customer expands its facilities on the Site, Temporary Natural Gas Service may be
obtained by the Customer for its construction of further distribution facilities branching off
its existing distribution facilities at the Site; however, if it is necessary for the Customer to
receive natural gas service from a separate location, the Company shall supply such
Temporary Natural Gas Service pursuant to the Company's applicable Tariff.
4. Excess Facilities. If the Customer requests the construction of facilities to meet the
Customer's service requirements above the standard level of facilities needed to serve the
natural gas load, the Company shall require the Customer to enter into an Excess Facilities
Agreement pursuant to the Company's applicable Tariff.
Article III. Commitments
1. Company Commitment.
a. Company commits to using commercially reasonable efforts to have the Company
Facilities in place 12 months after the effective date, provided that all Customer
prerequisites are completed first, and provided Company does not experience a
Force Majeure event. 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 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. 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 applicable procedures as set forth in this agreement.
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d. The Company shall construct the Company Facilities in accordance with Good Utility
Practice and in compliance with Applicable Law.
2. 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 Income Tax Surcharge, and the
Refundable Advance will be based on the estimated Commitment Costs less the
Revenue Credit.
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 sum of the Net Revenue
and Refundable Advance 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 Income Tax Surcharge.
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 as set forth in this Agreement.
e. The Customer shall provide, at no cost, support and assistance for acquiring all
necessary easements, permits, and other required authorizations or approvals.
Easement and permit fees must be paid in advance of construction of Company
Facilities and are nonrefundable.
f. Surety - Customer will be required to provide Surety in the amount of the estimated
Commitment Costs less Refundable Advance, prior to Company's commencement of
engineering, procurement, and construction of the Company Facilities needed to
provide natural gas service to the Site. Acceptable Surety may be in the form of a
mutually agreed upon irrevocable letter of credit, Surety bond, parent guarantee, or
cash held by Company as a Refundable Surety Advance. Surety will remain payable to
Company and will be reduced during the Initial Period by the greatest total revenue
generated in any one year during the Initial Period multiplied by six (6) less, if
applicable, cost of purchased gas and energy efficiency cost recovery charges from this
Site.
3. Third Party Refunds
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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 natural gas pipeline constructed
for the first 20 million cubic feet per hour (Mcfli) of capacity serving customer load in
the Warp 4th or Warp 5th sites, as identified in Exhibit B, Figures 1 c and Id, then
Company shall refund to Customer an amount equal to the estimated revenues less, if
applicable, cost of purchased gas and energy efficiency cost recovery charges from the
first six (6) years of service to such additional customer up to the sum of the
Reimbursement Balance as identified in Exhibit C, Section 1(c) . Because Customer
has no ability to determine whether another Company customer has taken service from
the natural gas pipeline, Company agrees to 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, have been fully
refunded. Any such refunds shall be subject to the following items:
b. No interest will be paid on refunded Refundable Advance or Reimbursement Balance,
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 Reimbursement Balance, if any.
e. No refunds shall be made for customers connected after ten (10) years from the
Permanent Service date.
f. Any balance remaining of the Reimbursement Balance at the end of the 10-year period
after the payment of all refunds shall be retained by Company.
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 applicable Commitment Costs and/or by paying any Reimbursement
Balance and Income Tax Surcharge if owed; and (ii) the date upon which a Party has
elected not to use this Agreement in accordance with this Article IV.
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 Income Tax Surcharge, reasonably incurred by the Company in connection with
this Agreement; provided, however, that the Company shall diligently attempt to mitigate
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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 I of this Agreement if the Customer expects additional natural gas load
growth requiring additional installed capacity to serve the Customer's 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 applicable 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, Business Connections
P.O. Box 657
Des Moines, IA 50306-0657
dav id_johnson(i )rnidamerican.com
Company (Payments)
MidAmerican Energy Company
Treasury
P. O. Box 8020
Davenport, IA 52808-8020
treasurv(a ireidamerican.cone
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
P.D. Box 657
Des Moines, Iowa 50306-0657
mark.lowe@midamerican.com
Application of Tariffs. Any applicable terms and conditions included in the Company's
applicable Tariff, approved by the IUC, or in the IUC rules shall apply. If the terms and
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conditions of this Agreement are not addressed in the Company's applicable Tariff
approved by the IUC, or in the IUC rules, the terms and conditions of this Agreement shall
apply. The provisions of this Agreement and the Company's applicable 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. Reserved
5. 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.
6. Dispute Resolution and Jury Waiver. The Parties agree that any dispute regarding the
interpretation of the applicable Administrative Code, or the Company's applicable Tariff
falls under the IUC jurisdiction and the Parties shall first attempt to resolve any disputes
through the IUC informal complaint process. The Parties retain the right to request
reconsideration of an IUC decision and the right to appeal the IUC decision. The Parties
retain the right to appeal any IUC decision or enforce any other provisions of this
Agreement. 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.
7. 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.
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8. 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.
9. 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.
10. 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; or (c) by the exercise
of due diligence and its commercially reasonable 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
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.
11. Material Shortage or Unavailability. 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.
12. Compliance with the Laws. The Parties agree they will comply with Applicable Laws in
performance of this Agreement.
13. 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
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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.
14. 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.
15. 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.
16. Exhibits. The Exhibits attached to this Agreement are incorporated in this Agreement and
made a part of this Agreement.
17. 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
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.
18. 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.
19. 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.
20. 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.
21. 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.
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22. 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.
23. Relationship of Parties. This Agreement does not constitute a joint venture, association or
partnership between the Parties. No express or implied terra, 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.
24. 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
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. 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.
25. 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.
[Signature Page(s) to Follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the day and year last written below.
CITY,OFoly4TERLOO
By: Val. �°j6t-Su1t
343E83976303421
Name: Dave Boesen
Title:
Date:
mayor
2/16/2026
By:
Name:
Title:
Date:
MIDAMERICAN ENERGY COMPANY
/Cai-i-re Leza
Kerrie Leze (Feb 25, 20261128:18 CST)
Karrie Leza
Vice President, Gas Delivery
02/25/2026
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Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
EXHIBITS
Exhibit A — Project Details
Exhibit B — Figures
Exhibit C — Customer Commitment Costs
Exhibit D — Preliminary Project Cost Summary
Exhibit E — Sample Natural Gas Utility Easement
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
EXHIBIT A
PROJECT DETAILS
1. Estimated Natural Gas Load Information
a. Known Site Loads.
i. None
b. Additional Capacity
The Company will construct the Extensive Plant Addition which could provide an
additional 20 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.
The Company will construct, own, operate and maintain approximately 3,500 feet of
eight (8) inch -diameter 70psig natural gas pipeline extension operating at a design
minimum of 35 psig, as well as a separate extension of approximately 4,450 feet of
eight (8) inch -diameter 70psig natural gas pipeline extension operating at a design
minimum of 35 psig to accommodate the natural gas load assumptions.
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 total peak natural gas
load assumed to be served by the Company Facilities in Exhibit A, Table 1.1 above,
the Customer must notify the Company as soon as possible to allow the Company to
update its system models and update this Agreement based on any required changes
to the Company Facilities. Furthermore, if additional facilities are required, then such
additional facilities shall not be constructed until any required approval of the IUC
and other applicable authorities is received.
iv. For planning purposes, Exhibit B, Figures la and lb show the preliminary layout
of the Company Facilities, as conceived by the Company as of the Effective Date.
b. Commitment Costs associated with the Company Facilities. The Commitment Costs are
estimated to be one million three hundred eighty-nine thousand eight hundred eighty
dollars ($1,389,880).
These costs shall be payable as set forth in Exhibit C.
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
c. Company Facilities Construction Schedule. During the Initial Period and for so long as this
Agreement is in effect, the Parties shall update each other with respect to the progress of
the work, including, for example, equipment orders.
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
EXHIBIT B
FIGURES
Fizu re la. Preliminary Single -Line Diagram
NIRRRRICAN r.r oapg
CO
• xo w.< vre.ts vw, u...-,.n y.
I X.p,Ab�ni y•."mm
H115 SaY''.rs I.
Figure 1 a represents a preliminary layout of the Company Facilities, as conceived by the
Company as of the Effective Date.
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7Ba8575
Figure 1 b. Preliminary Single -Line Diagram
aOTE T44 UMN LOOP AL of Q d PLJNE I+WY
Ib
Jmllc_11.6YM R.»n Dora v r
PorEIrzIstoimpa Y
f x•. nccrn r.giu
r nv rrr
t
I REPiNNF AAHr'
a.r1A
O-g.-iYMs n.ma.M Pa,
... �w..r..r�..sr..�s..a.^ai.ira.w..n—.. r...u�•���.�.� � .�`++.sr
Figure lb represents a preliminary layout of the Company Facilities, as conceived by the
Company as of the Effective Date.
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
FiEure lc. Warp 4th Diagram
7
Y Y.l a.,, +,v iW«a[I xerr
�a 1 cq
t tW5_PIL .,. I•. ,cc.
ArryPe �"�:q:.
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031 F7BD8575
Figure ld. Warp 56 Diagram
4' PL MAIN
AA!FN.VAAN Sowwne
y •ya
>x 1, VMSL%ma acor
I K :Xarrr
4 PL MAIN
4"PLMAIN
PLIF
n.._wua h..T.
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4i3 Pam Pr.
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PROPRIETARY AND CONFIDENTIAL
Docusign Envelope ID: B22F34C8-158E-44AE-B59B-3031F7BD8575
EXHIBIT C
CUSTOMER COMMITMENT COSTS
1. Customer Commitment Costs
a. The estimated Commitment Costs are one million one hundred seventy-six thousand one
hundred seventy dollars. ($1,176,170). The Customer will be required to pay an upfront
Refundable Advance of one million one hundred seventy-six thousand one hundred
seventy dollars. ($1,176,170) PLUS Income Tax Surcharge within forty-five (45) days of
the Effective Date of this Agreement.
b. Post construction reconciliation will happen upon completion of the Extensive Plant
Addition and Company will determine actual Commitment Costs within ninety (90) days.
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 Income
Tax Surcharge. 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 Income Tax Surcharge. Payment will be due within
forty-five (45) days from the date Company confirms actual Commitment Costs to
Customer.
c. Reimbursement Balance. The net Refundable Advance remaining, if any, after payment or
refund of any amounts required in subsections "b" and above shall be considered the total
Reimbursement Balance collected from Customer.
d. Future Third Party Refunds. Other than any refunds made under subsections "b" and 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.
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PROPRIETARY AND CONFIDENTIAL
Doousign Envelope ID: B22F34C8-158E-44AE-B59B-3631F7BD8575
EXHIBIT D
PRELIMINARY PROJECT COST SUMMARY
Item Estimated Cost
Install 7,950 ft of 8-inch plastic pipe and service line S1,176.170
Subtotal Estimated Costs S1,176,170
Less Estimated Revenue Cre-dit SO
Estimated Costs Subject to Income Tax Surcharge S1,176,170
Income Tax Surcharge (2026) 18.17% S213,710
Total of Refundable Advance S1,389,880
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PROPRIETARY AND CONFIDENTIAL