R2018-57 Authorizing City Manager to Execute a Contract with Midamerican Energy Services, LLC for Natural Gas Supply Services

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s/aJ/V/& JyAu� CONFIDENTIAL RETAIL NATURAL GAS SUPPLIER AGREEMENT This Retail Natural Gas Supplier Agreement is entered into by MidAmerican Energy Services.LLC("MidAmerican-)and Decatur(City of)IL("Customer")and shall be effective as of the later date set forth under the parties'signatures below("Effective Date'). This Retail Natural Gas Supplier Agreement,together-svith any written supplements thereto and all Schedules shall form a single integrated agreement(the"AgreemenC)between MidAmerican and Customer. Customer acknowledges and agrees that it understands and accepts the terms,conditions and risks of this Agreement and it is entering into this Agreement for its own account based upon its own judgment and not in reliance upon any information,ad-vice or counsel which may or may not have been provided by MidAmerican. CONDITIONS OF AGREEMENT. This Agreement constitutes party upon '45 (forty-five) days' written notice; provided, the entire understanding between MidAmerican and Customer however, that such termination shall not affect or excuse the regarding the subject matter hereof. No modification to this performance of either party under any provision of this Agreement will be effective unless evidenced in writing signed by Agreement or any related Schedules. Early termination of any both parties. This Agreement supersedes all prior agreements Schedules shall constitute an Event of Default and any applicable between the parties regarding the subject matter of this Agreement. settlement amount shall be calculated according to the Events of This Agreement is intended to govern transactions for the Default,Remedies section of the Agreement. purchase and sale of gas and related services to be entered into ENERGY DELIVERY. Title to gas will pass from the parties from time to time as evidenced by separate MidAmerican to Customer at the point of interconnection Schedules, as applicable ("Schedules"), setting forth certain between the interstate pipeline and the Delivery Company (the commercial and other terms for the purchase and sale of gas. The parties agree that Illinois law govern this Agreement unless "Delivery Point(s)). Each party will comply with all applicable otherwise indicated on Schedule A. To the fullest extent federal and state laws and all applicable industry rules. and permitted by law,each of the parties hereto waives any right it transportation tariffs,as amended from time to time. may have to a trial by jury in respect of litigation directly or BILLING AND PAYMENT. Customer will be billed monthly indirectly arising out of, under or in connection with this for all gas supply and related services as listed on the Schedules. Agreement Each party further waives any right to consolidate plus any applicable taxes, delivery charges, or surcharges, any action in which a jury trial has been waived with any other penalties.or any increases due to delivery or transportation tariff action In which a jury trial cannot be or has not been waived increases.or Costs as defined by the Schedules. Customer will pay The parties agree that this Agreement is a forward contract under each bill in full by the due date on the bill. Late payment charges all applicable federal and state bankruptcy laws and that they are may be assessed at a rate equal to the lesser of I'%_%per month or forward contract merchants with respect thereto. the maximum rate allowable by law. In the event Customer CUSTOMER RESPONSIBILITIES. Customer agrees to disputes any portion of an invoice billing,Customer shall pay the purchase and receive from MidAmerican 100% of its firm gas undisputed portion of the bill no later than the due date and give supply requirements and related services for all the properties notice in writing to MdAmerican of such dispute and the reasons listed an the Schedules. Customer acknowledges that therefore prior to the due date for payment. The parties shall MidAmerican may recover all Losses and Costs as described in negotiate in good faith to resolve such dispute. If it is determined the section entitled Events of Default;Remedies,associated with the Customer owes any portion of the disputed amount.Customer the removal of any or all properties or accounts listed on such shall immediately pay such amount upon resolution thereof. Schedules. Customer will take such actions as requested by Termination of this Agreement will not relieve Customer of its MidAmerican to allow for timely enrollment of accounts listed on liability for payment of any outstanding amounts due the Schedules and authorizes MidAmerican to perform duties on MidAmerican. its behalf, including, but not limited to, submitting customer EVENTS OF DEFAULT, REMEDIES. For the purposes of enrollments to the local gas delivery company ("Delivery this Agreement;the Events of Default are defined as follows,-(i) Company")and/or moving any of Customer's properties on or off fails to pay any amount, when due, with respect to this Delivery Company's applicable tariffs, to permit Customer to Agreement;(ii)is subject to a bankruptcy event; (iii)makes any receive the gas at its properties. representation or warranty that is false or misleading in any MIDAMERICAN RESPONSIBILITIES. Subject to the terms material respect; (iv) the removal of any or all properties or accounts listed on such Schedules,(v) fails to provide financial of this Agreement. MidAmerican agrees to sell and provide to Customer 100% of Customer's firm gas supply and applicable security to the other party within two(2)business days of the other related services for all the properties listed on the Schedules. party's demand,when such demand is based on the other party's MidAmerican will schedule and deliver gas to the Delivery reasonable good faith belief that the ability of the defaulting party Company interconnecting point and the Delivery Company is to perform its obligations under this Agreement is materially impaired. or(vi) fails to perform any other material obligation responsible for delivery of gas to Customer's properties. imposed.upon it by this Agreement. In the Event of Default,the TERM. The term of this Agreement shall commence on the non-defaulting party has the right, without notice, to suspend Effective Date and shall remain in effect until terminated by either performance and may terminate this Agreement at any time ID:524551 1 of 3 Contract Number: MES-RNGSAIA 1/112016—CUSTOM